8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 25, 2019

Date of Report (Date of earliest event reported) 

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Penumbra, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-37557	05-0605598
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. employer identification number)

One Penumbra Place

Alameda, CA 94502

(Address of principal executive offices, including zip code)

(510) 748-3200

(Registrant’s telephone number, including area code) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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	Name of each exchange on which registered
Common Stock, Par value $0.001 per share	PEN	The 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 (§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. o

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Penumbra, Inc. dated November 25, 2019.

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

On November 11, 2019, the Board of Directors (the “Board”) of Penumbra, Inc. (the “Company”) appointed Maggie Yuen to the role of Chief Financial Officer of the Company and Lambert Shiu to the role of Chief Accounting Officer of the Company, both positions effective as of December 2, 2019. Concurrent with this effective date, Ms. Yuen will assume the CFO role from Sri Kosaraju, the Company’s President and Chief Financial Officer, and Mr. Kosaraju will continue to serve as the Company’s President.

Maggie Yuen

Ms. Yuen, age 48, joins Penumbra as Chief Financial Officer after more than 20 years of progressive leadership experience driving scalable finance organizations, processes and infrastructure in the Manufacturing, Medical Devices, and Life Science industries. She most recently served as Vice President of Finance of the Genetic Science Division within Thermo Fisher Scientific, Inc. (NYSE: TMO), a business focused on instrument platforms, cloud-based software, content and services. In her role, she directed finance operations, strategic planning and business development activities, among a number of other executive functions. Prior to Thermo Fisher, Ms. Yuen held leadership positions with increasing responsibility at Mirion Technologies, and senior finance roles at Boston Scientific (NYSE: BSX), Glu Mobile (GLUU: NASDAQ), and Johnson & Johnson (NYSE: JNJ). She received an MAcc and MBA from the Weatherhead School of Management and a BS from Case Western Reserve University.

Ms. Yuen does not have a family relationship or any other arrangement or understanding with any of the executive officers or directors of the Company. The Company is not aware of any transactions in which Ms. Yuen has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Lambert Shiu

Mr. Shiu, age 40, joined Penumbra in 2015, initially serving as Director of Finance and subsequently as Vice President, Finance and Accounting. Prior to joining Penumbra, Mr. Shiu worked for PricewaterhouseCoopers, LLP (“PwC”), an accounting firm, for 13 years. He worked on a variety of teams during his tenure at PwC, each role increasing in levels of responsibility and management and spent two years in their National Office. Mr. Shiu is a Certified Public Accountant in California and received a BA from the University of California, Davis in 2001.

Mr. Shiu does not have a family relationship or any other arrangement or understanding with any of the executive officers or directors of the Company. The Company is not aware of any transactions in which Mr. Shiu has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Compensation; Indemnification.

Ms. Yuen will receive compensation for her role as CFO consisting of an initial equity award granted under the Company’s 2014 Equity Incentive Plan and an annual salary commensurate with her experience. Ms. Yuen’s compensation package was approved by the Compensation Committee of the Company’s Board in November 2019. In connection with their appointments, both Ms. Yuen and Mr. Shiu will enter into the Company’s standard form of indemnification agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. On November 25, 2019, the Company issued a press release announcing these executive officer appointments. A copy of the release is furnished as Exhibit 99.1 to this Current Report on Form 8-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.

	Penumbra, Inc.
Date: November 25, 2019	By:	/s/ Sri Kosaraju
		Sri Kosaraju
		President and Chief Financial Officer

EX-99

Exhibit 99.1

Maggie Yuen Appointed Chief Financial Officer Of Penumbra

Following the Promotion of Sri Kosaraju to President in August, Maggie Yuen will assume responsibilities as chief financial officer and Lambert Shiu will become chief accounting officer.

ALAMEDA, Calif., November 25, 2019 (PRNewswire) - Penumbra, Inc. (NYSE:PEN), a global healthcare company focused on innovative therapies, today announced the appointment of Maggie Yuen as CFO of Penumbra, effective December 2, 2019.

Ms. Yuen is a seasoned executive with more than 20 years of experience scaling finance organizations, processes, and infrastructure within the Manufacturing, Medical Devices, and Life Science industries. Over the course of her career, she has developed financial and operational expertise at both multi-billion dollar public companies and entrepreneurial start-up ventures. Most recently, Ms. Yuen was at Thermo Fisher Scientific, Inc. (NYSE: TMO) serving as Vice President, Finance of the Genetic Science Division where she directed finance operations, strategic planning and BD activities, among a number of other executive functions.

“We are excited to welcome a leader of Maggie’s caliber to Penumbra. She brings key experience and capabilities that will complement our team as we continue to expand our markets, penetration, and global presence,” said Sri Kosaraju, President of Penumbra.

“I am looking forward to joining the team at Penumbra, a company with a rich history of innovation and a very promising future for positive patient impact,” said Ms. Yuen. “I am excited to work alongside the Penumbra leadership team and contribute to the Company’s initiatives to drive future growth and value for its stakeholders.”

“Our team has been a critical part of our growth, and developing, retaining, and attracting talent is important to executing on our strategy. Today’s announcement, and the addition of Maggie to our team, embodies the best of Penumbra - it is an important step forward in continuing to build our organization and our company. I am excited for Maggie and also for the broader Penumbra team,” said Adam Elsesser, Chairman and CEO of Penumbra.

Concurrent with Ms. Yuen’s appointment, Sri Kosaraju, who served in the role of President and CFO prior to this appointment, will continue in his role as President. At the same time, Lambert Shiu, who joined Penumbra in 2015 prior to the company’s IPO and most recently served as VP of Finance, will be promoted to chief accounting officer.

About Maggie Yuen

Ms. Yuen is a seasoned executive who brings to Penumbra more than 20 years of progressive leadership experience driving scalable finance organizations, processes and infrastructure utilizing broad-based experience in FP&A, cost accounting, external audit management, treasury, M&A integration, general accounting, global consolidation, and FX hedging in the Manufacturing, Medical Devices, and Life Science industries.

She most recently served as Vice President, Finance of the Genetic Science Division within Thermo Fisher Scientific, Inc., a $2 billion revenue business in instrument platforms, cloud-based software, content and services. In her role she directed finance operations, annual planning, strategic planning, investments and business development activities. Prior to Thermo Fisher, Ms. Yuen held leadership positions with increasing responsibility at Mirion Technologies, and senior finance roles at Boston Scientific, Glu Mobile, and Johnson & Johnson.

Ms. Yuen was recognized by the California Diversity Council as a Top Female Executive and received the Most Powerful & Influential Women Award for undeniable leadership, commitment to community well-being and significantly impacting company revenues and profitability. She graduated with a BS in Accounting from Case Western Reserve University and received her Master of Accountancy and MBA from the Weatherhead School of Management.

About Penumbra

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Penumbra, Inc., headquartered in Alameda, Calif., is a global healthcare company focused on innovative therapies. Penumbra designs, develops, manufactures and markets innovative products and has a broad portfolio that addresses challenging medical conditions and significant clinical needs across two major markets, neuro and vascular. Penumbra sells its products to hospitals primarily through its direct sales organization in the United States, most of Europe, Canada and Australia, and through distributors in select international markets. Penumbra and the Penumbra P logo are trademarks of Penumbra, Inc. For more information, visit www.penumbrainc.com.

Forward-Looking Statements

Except for historical information, certain statements in this press release are forward-looking in nature and are subject to risks, uncertainties and assumptions about us. Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to: failure to sustain or grow profitability or generate positive cash flows; failure to effectively introduce and market new products; delays in product introductions; significant competition; inability to further penetrate our current customer base, expand our user base and increase the frequency of use of our products by our customers; inability to achieve or maintain satisfactory pricing and margins; manufacturing difficulties; permanent write-downs or write-offs of our inventory; product defects or failures; unfavorable outcomes in clinical trials; inability to maintain our culture as we grow; fluctuations in foreign currency exchange rates; and potential adverse regulatory actions. These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2018. There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. Any forward-looking statements are based on our current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change.

Investor Relations

Penumbra, Inc.

510-995-2461

_{investors@penumbrainc.com}

_{Source: Penumbra, Inc.}

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Cover	Nov. 25, 2019
Cover page.
Document Type	8-K
Document Period End Date	Nov. 25, 2019
Entity Registrant Name	Penumbra, Inc.
Entity Central Index Key	0001321732
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37557
Entity Tax Identification Number	05-0605598
Entity Address, Address Line One	One Penumbra Place
Entity Address, City or Town	Alameda
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94502
City Area Code	510
Local Phone Number	748-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par value $0.001 per share
Trading Symbol	PEN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false