8-K 1 itgr-201905228kasmvotingre.htm 8-K Document
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 (Date of earliest event reported):
 
May 22, 2019
 
 
itgrlogo20161027a03.jpg
INTEGER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________________
Delaware
 
1-16137
 
16-1531026
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
5830 Granite Parkway, Suite 1150, Plano, Texas
 
75024
(Address of principal executive offices)
 
(Zip Code)
(214) 618-5243
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):
[ ] 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))

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.
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, $0.001 par value per share
 
ITGR
 
New York Stock Exchange






Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Stockholders of Integer Holdings Corporation (the “Company”) was held on May 22, 2019. At the 2019 Annual Meeting, stockholders approved each of management’s proposals, which consisted of: (i) the election of ten (10) directors, all of whom were then serving as directors of the Company, for a term of one (1) year and until their successors are elected and qualified; (ii) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2019; and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.
The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for purposes of determining whether a quorum was present, but were not treated as votes cast. Therefore, abstentions and broker non-votes did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval. The following table reflects the tabulation of the votes with respect to each director who was elected at the 2019 Annual Meeting:
Name:
 
Shares FOR:
 
Shares WITHHELD:
 
Broker
NON VOTE:
Pamela G. Bailey
 
28,548,524
 
712,744

 
1,450,970
Joseph W. Dziedzic
 
28,972,669
 
288,599

 
1,450,970
James F. Hinrichs
 
29,094,824
 
166,444

 
1,450,970
Jean Hobby
 
29,055,079
 
206,189

 
1,450,970
M. Craig Maxwell
 
29,094,918
 
166,350

 
1,450,970
Filippo Passerini
 
28,992,939
 
268,329

 
1,450,970
Bill R. Sanford
 
28,622,169
 
639,099

 
1,450,970
Peter H. Soderberg
 
28,553,021
 
708,247

 
1,450,970
Donald J. Spence
 
28,930,522
 
330,746

 
1,450,970
William B. Summers, Jr.
 
28,686,251
 
575,017

 
1,450,970
The following table reflects the tabulation of the votes with respect to the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2019:
FOR:
29,860,964

AGAINST:
845,664

ABSTAINED:
5,610

The following table reflects the tabulation of the votes with respect to the approval, on an advisory basis, of the compensation of Integer Holdings Corporation’s named executive officers:
FOR:
28,224,550

AGAINST:
1,000,220

ABSTAINED:
36,498

Broker NON-VOTE:
1,450,970










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, thereunto duly authorized.
Date:
May 23, 2019
INTEGER HOLDINGS CORPORATION
 
 
 
 
 
 
 
By:
/s/ Jason K. Garland
 
 
 
 
Jason K. Garland
 
 
 
 
Executive Vice President and
  Chief Financial Officer