ivc-20220321
0000742112FALSE00007421122022-03-212022-03-21


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
March 21, 2022

INVACARE CORPORATION

(Exact name of Registrant as specified in its charter)
Ohio001-1510395-2680965
(State or other Jurisdiction of
Incorporation or Organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)

One Invacare Way, Elyria, Ohio 44035
(Address of principal executive offices, including zip code)

(440) 329-6000
(Registrant’s telephone number, including area code)

———————————————————————————————— 
(Former name, former address and former fiscal year, if changed since last report)
————————————————————————————————————
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading SymbolName of exchange on which registered
Common Shares, without par valueIVCNew York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2022, the Board of Directors of Invacare Corporation (the “Company”) expanded the Board size to nine members and appointed Aron I. Schwartz as a director of the Company on the unanimous recommendation of the Nominating and Governance Committee. Mr. Schwartz has been appointed to serve a term expiring at the Company’s 2022 Annual Meeting of Shareholders. Mr. Schwartz has been appointed to the Audit Committee and the Nominating and Governance Committee.

Mr. Schwartz, age 51, has a wide range of financial experience in managing and overseeing companies with operations in various industries, including companies undergoing strategic transformation. He has been a Managing Partner at ACON Investments, a private equity firm based in Washington, D.C., since July 2014. Mr. Schwartz was previously a consultant to, and a Managing Director at, Avenue Capital, a global investment firm, from 2012 to 2014. Prior to that, from 1999 to 2011, he held various positions culminating in Managing Director of Fenway Partners, a middle market private equity firm. Since 2012, he has served on the board of directors and as chairman of the audit committee of CION Investment Corporation (NYSE: CION), a business development company that primarily provides senior secured loans to US middle-market companies. Mr. Schwartz previously served on the boards of various companies, including Melinta Therapeutics, Inc. (OTC: MLNTQ) from 2019 to 2020.

There is no arrangement or understanding between Mr. Schwartz and any other person pursuant to which Mr. Schwartz was elected as a director of the Company. Mr. Schwartz has not entered into any related party transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As a director, Mr. Schwartz will participate in the Company’s current program for the compensation of nonemployee directors, which is described under the caption “Director Compensation Program” in the Company’s Definitive Proxy Statement on Schedule 14A filed with Securities and Exchange Commission on April 5, 2021. In accordance with the director compensation program, Mr. Schwartz is expected to receive a grant of restricted stock units under the Company’s 2018 Equity Compensation Plan.

On March 21, 2022, the Company issued a press release announcing the appointment of Mr. Schwartz to the Board of Directors, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
Press Release, dated March 21, 2022
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INVACARE CORPORATION
(Registrant)
Date: March 21, 2022By:/s/ Anthony C. LaPlaca
Name:Anthony C. LaPlaca
Title:Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary




Exhibit Index

Exhibit NumberDescription of Exhibit
Press Release, dated March 21, 2022
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


Document

Exhibit 99.1
INVESTOR CONTACT:Lois Lee
loislee@invacare.com
440-329-6435

INVACARE CORPORATION APPOINTS ARON I. SCHWARTZ TO BOARD OF DIRECTORS

ELYRIA, Ohio - Invacare Corporation (NYSE: IVC) today announced the appointment of Aron I. Schwartz, age 51, to its Board of Directors, effective March 21, 2022. Mr. Schwartz currently serves as Managing Partner of ACON Investments, a private equity firm based in Washington, D.C. Mr. Schwartz has a wide range of financial experience in managing and overseeing companies across multiple industries, including companies undergoing strategic transformation.

Mr. Schwartz was unanimously appointed by the current members of the Board and will serve on the company’s Audit Committee and its Nominating and Governance Committee. His appointment brings the number of Invacare directors to a total of nine, eight of whom are independent.

“We are pleased to further strengthen our Board with the addition of Aron. His depth and breadth of financial and operational experience will be invaluable to Invacare as we continue to drive our business transformation and enhance our profitability,” said Matt Monaghan, chairman, president and chief executive officer.

“I am excited to join Invacare’s Board of Directors, and work with the board and management team to help drive sustainable growth and solidify the company's leadership position. I am proud to be working with a company which provides vital medical devices that help improve the daily lives of so many people around the world,” said Mr. Schwartz.

Prior to joining ACON Investments in 2014, Mr. Schwartz served as Managing Director of Avenue Capital, a global investment firm, from 2012 to 2014, and prior to that, he held various positions culminating in Managing Director of Fenway Partners. He also serves on the board of directors and chairs the audit committee of CION Investment Corporation (NYSE: CION), a business development company primarily provide senior secured lending facilities to middle-market companies.

About Invacare Corporation

Invacare Corporation is a leading manufacturer and distributor in its markets for medical equipment used in non-acute care settings. At its core, the company designs, manufactures and distributes medical devices that help people to move, breathe, rest and perform essential hygiene. The company provides clinically complex medical device solutions for congenital (e.g., cerebral palsy, muscular dystrophy, spina bifida), acquired (e.g., stroke, spinal cord injury, traumatic brain injury, post-acute recovery, pressure ulcers) and degenerative (e.g., ALS, multiple sclerosis, chronic obstructive pulmonary disease (COPD), elderly, bariatric) ailments. The company's products are important parts of care for people with a wide range of challenges, from those who are active and involved in work or school each day and may need additional mobility or respiratory support, to those who are cared for in residential care settings, at home and in rehabilitation centers. The company sells its products principally to home medical equipment providers with retail and e-commerce channels, residential care operators, distributors and government health services in North America, Europe and Asia/Pacific. For more information about the company and its products, visit Invacare's website at www.invacare.com.