Procept Biorobotics Corporation
04/19/2024 | Press release | Distributed by Public on 04/19/2024 15:30
Management Change/Compensation - Form 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On April 18, Mr. Colby Wood notified the board of directors (the "Board") of PROCEPT BioRobotics Corporation (the "Company") that he intends to resign as a member of the Board and as a member of the Audit Committee of the Board, effective at the conclusion of the Board meeting on April 18, 2024. Mr. Wood's decision to resign from the Board was not the result of any disagreement with the Company, the Board, management, or any matter relating to the Company's operations, policies or practices.
Appointment of Director
On April 18, 2024, the Board appointed Mr. Larry Wood as a new member of the Board and as a member of the Audit Committee of the Board, with such appointment effective April 18, 2024.
Mr. Larry Wood fills the vacancy created by the resignation of Mr. Colby Wood and his term of office as a Class I director will expire at the Company's 2025 annual meeting of stockholders and until his successor has been elected and qualified or his earlier death, resignation or removal. The Board has determined that Mr. Larry Wood is an "independent director" as defined under the applicable rules and regulations of the Securities and Exchange Commission ("SEC") and the listing requirements and rules of the Nasdaq stock market, and qualified to serve on the Audit Committee of the Board.
Mr. Larry Wood has served since February 2007, as Corporate Vice President, Transcatheter Heart Valves, and since 2023, as Group President for Surgical Structural Heart, at Edwards Lifesciences, a global leader in patient-focused medical innovations for structural heart disease and critical care and surgical monitoring. He has more than 35 years of experience in the medical technology industry at both Edwards Lifesciences and Baxter Healthcare Corporation in positions including manufacturing management, regulatory affairs and strategic and clinical marketing, primarily for the surgical heart valve therapy business. He received his M.B.A. from Pepperdine Graziadio Business School.
Mr. Larry Wood will be compensated in a manner consistent with the Company's other non-employee directors, as described under the heading "Non-Employee Director Compensation" in the Company's definitive proxy statement filed with theSEC on April 26, 2023 and in accordance with the Non-Employee Director Compensation Program. Mr.Larry Wood will also enter into the Company's standard director and officer indemnification and advancement agreement, the form of which was filed by the Company as Exhibit 10.5 to the Amendment to Company's registration statement on Form S-1/A (File No. 333-258898), filed with the SEC on September 8, 2021. There are no arrangements or understandings between Mr. Larry Wood and any other persons pursuant to which he was appointed as a director. Furthermore, there are no transactions in which Mr. Larry Wood has an interest that would be required to be reported under Item 404(a) of Regulation S-K.