8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 29, 2023

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15317	98-0152841
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9001 Spectrum Center Blvd.

San Diego, California 92123

(Address of Principal Executive Offices)

(858) 836-5000

(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 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, $0.004 par value	RMD	NYSE

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 ☐

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

On March 29, 2023, David Pendarvis, our global general counsel, chief administrative officer, and secretary, notified us that he intends to retire, effective June 30, 2023. Mr. Pendarvis has served as an executive officer of ResMed for over 20 years and intends to retire after a 39-year career in law and business. In accordance with ResMed’s ongoing executive officer succession planning process, we have initiated an internal candidate search to identify Mr. Pendarvis’ successor and ensure a smooth transition.

Until the effective date of his retirement, Mr. Pendarvis will continue to receive his current salary, benefits, and vesting of long-term equity incentives. In connection with the retirement, we have agreed that Mr. Pendarvis will remain eligible for a short-term incentive cash payment for fiscal year 2023, on the same basis as similarly situated executives, based on his continued employment through June 30, 2023 even though he will not be employed on the date of the payment.

From July 1, 2023, through December 31, 2023, Mr. Pendarvis will serve as a consultant to us, to assist with the transition of his former duties. We have agreed to compensate him for these consulting services at a rate of $10,000 per month. In addition, he will remain eligible for continued vesting of outstanding equity awards, during the consulting period, in accordance with the terms of our equity incentive plans, and the specific equity grants previously made to him.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits:	Description of Document
99.1	Press Release dated March 30, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL, document)

SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.

Date: March 30, 2023	RESMED INC.
	(registrant)
	By:	/s/ Brett Sandercock
	Name: Brett Sandercock
	Its: Chief financial officer

EX-99.1

Exhibit 99.1

For media	For investors
news@resmed.com	investorrelations@resmed.com
+1 858.836.6798	+1 858.836.5000

ResMed Chief Administrative Officer and Global General Counsel to Retire

• ResMed to conduct an internal search for a successor general counsel

• Amy Wakeham appointed Chief Communications and Investor Relations Officer, will join ResMed’s executive leadership team

SAN DIEGO, March 30, 2023 – ResMed (NYSE: RMD, ASX: RMD) announced today that David Pendarvis, chief administrative officer, global general counsel, and secretary, plans to retire, effective June 30, 2023. He will remain in a consulting role with ResMed through December 31, 2023.

ResMed will conduct an internal search for the successor to Pendarvis’ legal roles and expects to name a new global general counsel and secretary well ahead of David’s retirement date to ensure a smooth and seamless transition. Amy Wakeham, ResMed’s current Vice President of Corporate Communications & Investor Relations, has been appointed Chief Communications and Investor Relations Officer to succeed Pendarvis in his role leading corporate public affairs; she will report to the Office of the CEO and will join ResMed’s executive leadership team, effective April 1, 2023.

“Dave has been an integral part of ResMed for over 20 years, helping guide the company into and through its transformation from the pioneer of sleep apnea treatment to a $30 billion-plus global leader in digital health and cloud-connected medical devices,” said CEO Mick Farrell. “On behalf of the entire management team and the board, I want to thank Dave for his two decades of dedicated service and exemplary leadership that has helped build the industry-leading company that ResMed is today. He’s been an important leader in an executive team that has positioned ResMed to improve the lives of many millions of people living with chronic respiratory diseases and countless more seeking to age healthily and outside the hospital. Personally, Dave has been a trusted advisor, partner, friend, and mentor to me through the years, I will miss his guidance, insights, and quick sense of humor.”

“My best wishes to Dave on a much-deserved retirement, and congratulations to Amy on her well-earned appointment,” Farrell said. “Through an internal search process, we will identify a well-qualified successor for the global general counsel role ahead of Dave’s retirement to ensure a smooth transition into these critical roles. This speaks to the overall depth of ResMed’s leadership bench strength and broad expertise across our global team of over 10,000 ResMedians as we continue to execute our strategy that will help 250 million people sleep, breathe, and live healthier lives in 2025.”

RMD CAO and Global General Counsel to Retire – March 30, 2023 Page 2 of 2

Pendarvis, age 64, retires after a nearly 40-year career in law and business. He joined ResMed in 2002, following private practice as a partner with the firms of Gibson Dunn and Gray Cary Ware & Freidenrich (now DLA Piper). He has had several roles at ResMed: global general counsel, secretary, senior vice president of organizational development, chief administrative officer, and interim president – Europe, Middle East, Africa, and Japan.

About ResMed

At ResMed (NYSE: RMD, ASX: RMD) we pioneer innovative solutions that treat and keep people out of the hospital, empowering them to live healthier, higher-quality lives. Our digital health technologies” and cloud-connected medical devices transform care for people with sleep apnea, COPD, and other chronic diseases. Our comprehensive out-of-hospital software platforms support the professionals and caregivers who help people stay healthy in the home or care setting of their choice. By enabling better care, we improve quality of life, reduce the impact of chronic disease, and lower costs for consumers and healthcare systems in more than 140 countries. To learn more, visit ResMed.com and follow @ResMed.

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XML

Document and Entity Information	Mar. 29, 2023
Cover [Abstract]
Entity Registrant Name	RESMED INC
Entity Address, Country	US
Amendment Flag	false
Entity Central Index Key	0000943819
Document Type	8-K
Document Period End Date	Mar. 29, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-15317
Entity Tax Identification Number	98-0152841
Entity Address, Address Line One	9001 Spectrum Center Blvd.
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92123
City Area Code	(858)
Local Phone Number	836-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.004 par value
Trading Symbol	RMD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false