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): July 1, 2015

 

 

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New York		0-16093		16-0977505
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

525 French Road

Utica, New York 13502

(Address of principal executive offices, including zip code)

(315) 797-8375

(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 (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))

 

 

 

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Item 5.02

Departure of Principal Officers; Election of Directors; Appointment of Principal Officers

On July 1, 2015, on the recommendation of the Company’s Corporate Governance and Nominating Committee, pursuant to Section 2.2 of the Amended and Restated By-Laws of the Company (as adopted as of April 29, 2011), the Board of Directors appointed David Bronson and John L. Workman to be on the CONMED Corporation Board of Directors. A copy of the press release issued on July 1, 2015 describing the backgrounds and qualifications of Messrs. Bronson and Workman, is attached to this Form 8-K as Exhibit 99.1. Messrs. Bronson and Workman were both appointed to the Audit Committee.

There are no understandings or arrangements between Messrs. Bronson or Workman or any third parties pursuant to which either new director was selected or nominated, and there are no related-party transactions which would be required to be disclosed under Item 404(a) of Reg S-K with respect to either new director.

As non-employee directors, Messrs. Bronson and Workman will participate in the Director Fee Plan, as further described in the Annual Proxy dated April 17, 2015. In addition, the Board of Directors awarded both Messrs. Bronson and Workman 3,000 Restricted Stock Units, as well 1,000 Stock Appreciation Rights with an exercise price of $58.74, in both cases subject to 100% vesting as of June 1, 2016, subject to the completion of service as a director through CONMED’s next Annual Shareholder Meeting.

 

Section 9

Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included herewith:

 

Exhibit No.		Description of Exhibit
99.1		Press Release, dated July 1, 2015, issued by CONMED Corporation

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SIGNATURE

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: July 1, 2015

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EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
99.1		Press Release, dated July 1, 2015, issued by CONMED Corporation