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 ear
liest event reported):
June 19, 2018
_______________________
CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
_________________________
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Florida
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1-13165
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59-2417093
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1655 Roberts Boulevard, N.W., Kennesaw, Georgia 30144
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (770) 419-3355
_____________________________________________________________
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐
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Section 5
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Corp. Governance and Management
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On
June
1
9
, 201
8
, the Board of Directors (the “Board”) of CryoLife, Inc. a Florida corporation (NYSE: CRY) (the “Company”) increased the size of the Company’s Board to nine members and elected
Marna P. Borgstrom
as a director of the Company. M
s
.
B
orgstrom
will be included
as one of
the Company’s directors who will stand for reelection by the Company’s shareholders at the Company’s Annual Meeting to be held in May 201
9
. On
June 19
, 201
8
,
the Company issued a press release regarding M
s
.
B
orgstrom
’s
appointment, a copy of which is attached hereto.
The Board has affirmatively determined th
at
M
s
.
B
orgstrom
qualifies
as an independent director under the categorical standards of the corporate governance rules of New York Stock Exchange as defined under applicable law.
There are no arrangements or understandings between M
s
.
B
orgstrom
and any person pursuant to
which M
s
.
B
orgstrom
was selected as a director, and there are no actual or proposed transactions between M
s
.
B
orgstrom
or
any of her
related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K (17 CFR 22
9.404(a)) in connection with her
appointment as a director of the Company.
As of the date of her appointment, Ms
.
B
orgstrom
is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company’s directors, as more particularly described on
page
1
9
of the Comp
any’s proxy statement filed
April 3
, 201
8
, under th
e sub-heading “Elements of Non-Employee Director Compensation
”
. In accordance with such plans,
M
s
.
B
orgstrom
will be
granted,
as soon as practicable after any applicable trading blackout has been lifted,
a restricted stock award value
d at $
114
,
583
on the grant date
, such award to vest
one year front grant
.
I
n addition
,
commencing on
July
1, 201
8
, M
s
.
B
orgstrom
will receive monthly cash compensation for
her
service on the Board ($3,
750
/month)
and
for h
er
ser
vice on the Compliance
Committee
($
416.66
/
month
)
until such time as the Company’s
Board
determine
s
to modify the cash component for director compensation
or committee membership
or M
s
.
B
orgstrom
ceases to be a director
or to serve on the C
ompliance
Committee
. Each of the foregoing awards was made in respect of, and prorated to, M
s
.
B
orgstrom
’s
service from the date of her
appointment until the anticipated date of the Company’s next Annual Meeting.
Except as set forth above, there is no other material Company plan, contract or arrangement in which M
s
.
Borgstrom
will pa
rticipate in connection with her
appointment.
Section 9
Financial Statements and Exhibits.
Item 9.01(d)
Exhibits
(a)
Financial Statements
Not applicable
(b)
Pro Forma Financial Information.
Not applicable.
(c)
Shell Company Transactions.
Not applicable.
(d)
Exhibits.
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Exhibit Number
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Description
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99.1
*
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Press release dated
June 19, 2018
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*This exhibit is furnished, not filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CryoLife, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CRYOLIFE, INC.
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Date: June 20
, 2018
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By:
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/s/ D. Ashley Lee
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Name:
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D. Ashley Lee
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Title:
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Executive Vice President, Chief Operating Officer and Chief Financial Officer
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