Envista Holdings Corporation
12/03/2021 | Press release | Distributed by Public on 12/03/2021 15:48
Management Change/Compensation - Form 8-K
nvst-20211130
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 30, 2021
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ENVISTA HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
| 001-39054 | 83-2206728 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 200 S. Kraemer Blvd., Building E | 92821 |
| Brea, | California |
| (Address of Principal Executive Offices) | (Zip Code) |
(714) 817-7000
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.01 par value | NVST | New York Stock Exchange |
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 ARRANGEMENT OF CERTAIN OFFICERS
On November 30, 2021, the board of directors (the "Board") of Envista Holdings Corporation ("Envista") appointed Barbara B. Hulit, Senior Vice President of Fortive Corporation ("Fortive") and President and CEO of Fortive's Advanced Healthcare Solutions, as a Class I director of Envista and as a member of the Audit Committee of the Board, effective December 1, 2021. In connection with such appointment, the Board determined that Ms. Hulit is independent within the meaning of the listing standards of the New York Stock Exchange and also meets the standards of director independence for audit committee members set forth in Rule 10A-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
In connection with Ms. Hulit's appointment to the Board, and consistent with the Board's current compensation arrangements for non-employee directors as described in Envista's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission (the "Commission") on April 12, 2021, Ms. Hulit will be eligible to receive the Company's standard annual retainer, pro-rated for the remainder of the Company's 2021 fiscal year. Ms. Hulit also will be eligible to receive equity awards as part of the Company's standard compensation for non-employee directors, as well as reimbursement of expenses.
Ms. Hulit has also entered into an indemnification agreement with Envista, the form of which was filed as Exhibit 10.20 to Envista's Registration Statement on Form S-1 (File No. 333-232758) filed with the Commission on July 22, 2019 and which is incorporated herein by reference.
There is no arrangement or understanding between Ms. Hulit and any other person pursuant to which she was selected as a director of Envista. There are no transactions in which Ms. Hulit has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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.
| ENVISTA HOLDINGS CORPORATION | ||
| Date: December 3, 2021 | By: | /s/ Mark E. Nance |
| Mark E. Nance | ||
| Senior Vice President, General Counsel and Secretary |