Current Report Filing (8-k)
May 25 2021 - 4:50PM
Edgar (US Regulatory)
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2021-05-21
2021-05-21
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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: May 21, 2021
(Date of earliest event reported)
Atrion Corporation
(Exact name of registrant as specified in
its charter)
Delaware
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001-32982
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63-0821819
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(State or other jurisdiction
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(Commission File
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(I. R. S. Employer
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of incorporation or organization)
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Number)
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Identification No.)
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One Allentown Parkway
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Allen, Texas
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75002
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(Address of principal executive offices)
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(Zip Code)
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(972)
390-9800
(Registrant's
telephone number, including area code)
Not Applicable
(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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.10 per share
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ATRI
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The Nasdaq Global Select Market
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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. ¨
5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the annual meeting of stockholders of Atrion Corporation (the
“Company”) held on May 21, 2021, the stockholders of the Company approved the Atrion Corporation 2021 Equity Incentive Plan
(the “2021 Equity Incentive Plan”) in accordance with the voting results set forth below under Item 5.07.
The 2021 Equity Incentive Plan provides that 100,000 shares of the
Company’s common stock may be issued pursuant to awards under the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan authorizes
awards in the form of stock options, restricted common stock, restricted and deferred stock units, performance awards, dividend equivalents,
and other stock-based awards. The Company will not grant any further awards under the Amended and Restated Atrion Corporation 2006 Equity
Incentive Plan.
For a summary of the 2021 Equity
Incentive Plan, see Item 2, “Approval of 2021 Equity Incentive Plan,” of the Company’s definitive Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2021 (the “Proxy Statement”), which is included
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the 2021 Equity Incentive Plan was
attached as Appendix A to the Proxy Statement and is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein
by reference. The summary of the 2021 Equity Incentive Plan included in Item 2 of the Proxy Statement and the summary of the 2021
Equity Incentive Plan set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text
of the 2021 Equity Incentive Plan.
5.07 Submission of Matters
to a Vote of Security Holders.
On May 21, 2021, the Company held its 2021 annual meeting of stockholders.
Stockholders voted on the matters below.
1. Election of Directors. The nominees listed below were elected
to serve as directors until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, based on
the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Preston G. Athey
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1,088,333
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443,270
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5,956
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165,090
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Hugh J. Morgan, Jr.
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1,297,946
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234,316
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5,297
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165,090
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2. Approval
of 2021 Equity Incentive Plan: The
Company’s stockholders approved the Atrion Corporation 2021 Equity Incentive Plan, based on the following votes:
Votes For
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1,497,490
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Votes Against
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38,624
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Abstentions
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1,445
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Broker Non-Votes
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165,090
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3. Ratification of Appointment of Independent Registered Public
Accounting Firm. The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent
registered public accounting firm for the year ending December 31, 2021, based on the following votes:
Votes For
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1,692,266
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Votes Against
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7,061
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Abstentions
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3,322
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Broker Non-Votes
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0
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4. Advisory Vote to Approve Executive Officer Compensation.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s executive officers, based on
the following votes:
Votes For
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1,492,288
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Votes Against
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41,298
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Abstentions
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3,973
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Broker Non-Votes
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165,090
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9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit Index
SIGNATURE
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.
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ATRION CORPORATION
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Date: May 25, 2021
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By:
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/s/ Jeffery Strickland
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Jeffery Strickland
Vice President and Chief Financial Officer, Secretary and Treasurer
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