Item 2.02 Results of Operations and Financial Condition.
On July 7, 2025, Merit Medical Systems, Inc. (“Merit”) issued a press release announcing preliminary unaudited revenue for the quarter ended June 30, 2025, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Merit makes reference to a non-GAAP financial measure in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K. Reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure is included in the press release.
Item 5.02 Appointment of Certain Officers.
On July 7, 2025, Merit announced the appointment of Martha Aronson as Merit’s President and Chief Executive Officer (“CEO”), effective October 3, 2025. Fred P. Lampropoulos will remain as Chairman of the Board, President and CEO of Merit through October 3, 2025. Upon Ms. Aronson’s appointment, Mr. Lampropoulos will continue to serve as Chairman of the Board.
Ms. Aronson was the Executive Vice President and President of Global Healthcare for Ecolab, Inc. and previously served as the Senior Vice President and President – North America for Hill-Rom Holdings, Inc. Prior to that, she spent nearly 20 years at Medtronic in various general management and leadership roles, both in the United States and internationally. Ms. Aronson guided and advised companies as a director, most recently serving as a director, and formerly as Chair of the Board, for CONMED Corporation. She also served as a director of Methode Electronics, Inc., Clinical Innovations, LLC, Cardiovascular Systems, Inc., Beta Bionics, Inc., Hutchinson Technology, Inc., Bright Uro, and OmCare. She holds a Bachelor of Arts in Economics from Wellesley College and a Master of Business Administration from Harvard Business School.
There is no arrangement or understanding between Ms. Aronson and any other person pursuant to which Ms. Aronson was selected as Merit’s President and CEO. Ms. Aronson is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Aronson’s appointment, Merit entered into an offer letter with Ms. Aronson on July 7, 2025, under which Ms. Aronson will (i) receive an annual base salary of $1,000,000, (ii) receive a signing bonus of $250,000 and (iii) participate in Merit’s annual bonus program commencing in the 2026 fiscal year, with a target bonus of 100% of Ms. Aronson’s base salary and a maximum bonus of 200% of her base salary, as determined in accordance with Merit’s 2019 Executive Bonus Plan. Additionally, Ms. Aronson will (a) participate in Merit’s 2018 Long-Term Incentive Plan (the “Plan”) with eligibility for annual equity awards and an initial award with a target grant date fair value of $5,500,000, (b) receive an equity grant upon commencement of employment having a fair value of $4,125,000 in the form of performance-based stock units and time-based restricted stock units under the Plan, (c) receive a transition allowance of $12,000 per month through September 30, 2026, and (d) receive reimbursement for certain relocation expenses and legal fees.
