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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:  August 30, 2021

(Date of earliest event reported)

 

Atrion Corporation

(Exact name of registrant as specified in its charter)

 

Delaware 001-32982 63-0821819
(State or other jurisdiction (Commission File (I. R. S. Employer
of incorporation or organization) Number) Identification No.)

 

One Allentown Parkway    
Allen, Texas   75002
(Address of principal executive offices)   (Zip Code)

  

(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:

 

  ¨ 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 (17CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common stock, par value $0.10 per share   ATRI   The Nasdaq Global Select Market

  

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ¨

 

 

 

 

 

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

 

On August 30, 2021, the Board of Directors of Atrion Corporation (the “Company”) voted to increase the total number of directors constituting the Board of Directors from five to six and elected Maria Sainz to serve as a member of the Board of Directors of the Company as a Class III director, effective immediately, with her term to expire at the 2022 annual meeting of stockholders. The Board of Directors has determined that Ms. Sainz is an independent director within the meaning of The Nasdaq Stock Market LLC listing rules.

 

In connection with her service as a director, Ms. Sainz will participate in the Company’s previously disclosed director compensation program, as described in the “Director Compensation” section of the Company’s Proxy Statement for the 2021 annual meeting of stockholders of the Company, which was filed with the Securities and Exchange Commission (the “Commission”) on April 7, 2021. Annual cash compensation and stock awards will be pro-rated from the date of Ms. Sainz’s election to the Board of Directors.

 

In connection with Ms. Sainz’s election to the Board of Directors, the Company is entering into an indemnification agreement (the “Indemnification Agreement”) with Ms. Sainz which is substantially the same as the indemnification agreements to which all of the other members of the Board of Directors are parties. The Indemnification Agreement provides for the indemnification by the Company for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against Ms. Sainz in connection with her status or service as a member of the Board of Directors and to advance her expenses incurred as a result of any proceeding for which she may be entitled to indemnification. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is filed as Exhibit 10v to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 which was filed with the Commission on March 12, 2012.

 

There are no arrangements or understandings between Ms. Sainz and any other person pursuant to which Ms. Sainz was elected as a director of the Company. There are no transactions in which Ms. Sainz had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Item 7.01. Regulation FD Disclosure.

 

A copy of the press release issued by the Company to announce the election of Ms. Sainz as a director is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit Index

 

Exhibit
No.
  Description
   
99.1   Press release dated August 30, 2021 issued by the Company announcing the election of Maria Sainz as a director.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

 

  ATRION CORPORATION
   
   
     
Date: August 31, 2021 By:  /s/ Jeffery Strickland
    Jeffery Strickland
Vice President and Chief Financial Officer, Secretary and Treasurer

  

 

 

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