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): June 12, 2015

 

 

NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-50744   33-0768598

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7475 Lusk Boulevard, San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 909-1800

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

 

 

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 12, 2015, NuVasive, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of April 24, 2015, the record date of the Annual Meeting, there were 48,356,489 outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 39,844,180 shares of the Company’s common stock were represented in person or by proxy. The Company’s stockholders elected three Class II directors and approved each of the other proposed voting matters (the “Proposals”) listed below. Each Proposal is described in detail in the Company’s definitive proxy statement for the Annual Meeting that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2015. The final votes on the Proposals presented at the Annual Meeting are as follows:

Proposal 1

Each of Vickie L. Capps, Peter C. Farrell, Ph.D., AM and Lesley H. Howe was elected as a Class II director to hold office until the 2018 Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or, if sooner, until the director’s death, resignation or removal, by the following vote:

 

Nominee

   Votes For    Votes Against    Abstentions    Broker Non-Votes

Vickie L. Capps

   35,224,771    645,431    128,068    3,845,910

Peter C. Farrell, Ph.D., AM

   35,276,716    718,413    3,140    3,845,911

Lesley H. Howe

   35,062,781    932,407    3,081    3,845,911

The following individuals are continuing directors with a term expiring upon the 2016 Annual Meeting of Stockholders: Jack R. Blair and Peter M. Leddy, Ph.D.

The following individuals are continuing directors with a term expiring upon the 2017 Annual Meeting of Stockholders: Gregory T. Lucier and Leslie V. Norwalk, Esq.

Proposal 2

Approval (on a non-binding advisory basis) by the Company’s stockholders of the compensation of the Company’s named executed officers for the fiscal year ended December 31, 2014, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, passed by the following vote:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

27,338,340

  8,650,079   9,850   3,845,911

Proposal 3

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was approved by the Company’s stockholders by the following vote:

 

Votes For

 

Votes Against

 

Abstentions

39,720,330

  112,548   11,302

No other items were presented for stockholder approval at the Annual Meeting.

 

Item 8.01 Other Events.

On June 15, 2015, the Company issued a press release announcing the election of Vickie L. Capps to its Board of Directors. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1    Press release issued by NuVasive, Inc. on June 15, 2015 announcing the election of Vickie L. Capps to its Board of Directors.


SIGNATURES

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

 

NUVASIVE, INC.

Date: June 15, 2015

By:

/s/ Jason Hannon

Jason Hannon

Executive Vice President & General Counsel


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Press release issued by NuVasive, Inc. on June 15, 2015 announcing the election of Vickie L. Capps to its Board of Directors.


Exhibit 99.1

 

LOGO

NEWS RELEASE

Investor/Media Contact:

Stacy Roughan

NuVasive, Inc.

1-858-909-1812

sroughan@nuvasive.com

NUVASIVE ELECTS VICKIE L. CAPPS TO ITS BOARD OF DIRECTORS

SAN DIEGO, CA – June 15, 2015 – NuVasive, Inc. (NASDAQ: NUVA), a leading medical device company focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, announced today that Vickie L. Capps has been elected to the Company’s Board of Directors. Ms. Capps will also serve on the Board’s Audit Committee and Nominating and Corporate Governance Committee.

Gregory T. Lucier, NuVasive’s Chairman and Chief Executive Officer, said, “We are pleased to welcome Vickie to our Board of Directors. Her extensive financial expertise and executive leadership experience as a former chief financial officer will provide valuable financial and accounting experience to our Board. In addition, Vickie’s joining the Board represents another step in further diversifying the depth of experience that resides on our Board as we continually seek to enhance the governance of NuVasive.”

From July 2002 to December 2013, Ms. Capps served as the Chief Financial Officer of DJO Global, Inc. Prior to joining DJO Global, she served as the Chief Financial Officer of several other public and private companies. Earlier in her career, she served as a senior audit and accounting professional at Ernst & Young LLP. Ms. Capps is a member of the Senior Advisory Board of Consonance Capital Partners, a healthcare investment firm, and serves on the board of its portfolio company, Enclara Pharmacia. She also serves on the board of directors and as chair of the audit committees of RF Surgical Systems, Inc., Otonomy, Inc. and Connecture, Inc. Ms. Capps is a California Certified Public Accountant and was recognized as CFO of the Year by the San Diego Business Journal in 2009 and 2010. She earned a bachelor’s degree in business administration/accounting from San Diego State University.

About NuVasive

NuVasive is an innovative global medical device company that is changing spine surgery with minimally disruptive surgical products and procedurally-integrated solutions for the spine. The Company is the third largest player in the $9.0 billion global spine market. NuVasive offers a comprehensive spine portfolio of more than 90 unique products developed to improve spine surgery and patient outcomes. The Company’s principal procedural solution is its Maximum Access Surgery, or MAS®, platform for lateral spine fusion. MAS was designed to provide safe, reproducible, and clinically proven outcomes, and is a highly differentiated solution with fully integrated neuromonitoring, customizable exposure, and a broad offering of application-specific implants and fixation devices designed to address a variety of pathologies.


NuVasive cautions you that statements included in this news release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasive’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Company’s surgical products and procedures by spine surgeons, development and acceptance of new products or product enhancements, clinical and statistical verification of the benefits achieved via the use of NuVasive’s products (including the iGA™ platform), the Company’s ability to effectually manage inventory as it continues to release new products, its ability to recruit and retain management and key personnel, and the other risks and uncertainties described in NuVasive’s news releases and periodic filings with the Securities and Exchange Commission. NuVasive’s public filings with the Securities and Exchange Commission are available at www.sec.gov. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

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