Form 8-K LANDAUER INC For: Sep 29

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):  September 28, 2016













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))

---

 



Appointment of New Director



On September 28, 2016, the Board of Directors (the “Board”) of Landauer, Inc. (the “Company”) appointed Teri G. Fontenot as an independent director of the Board. In connection with the appointment, the Board approved an increase in the size of the Board from eight to nine directors. Additionally, Ms. Fontenot will serve on the Company’s Audit Committee and Governance and Nominating Committee. A press release announcing Ms. Fontenot’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Ms. Fontenot has a breadth of healthcare leadership and finance experience. She is currently the President and Chief Executive Officer of Woman’s Hospital, a Level III regional referral hospital in Louisiana dedicated to women’s and infants’ healthcare, a position she has held since 1996. Prior to her appointment as President and Chief Executive Officer at Woman’s Hospital, she was Executive Vice President from November 1994 to April 1996, Chief Operating Officer from April 1993 to November 1994 and Senior Vice President/Chief Financial Officer from January 1992 to April 1993. Prior to 1992, Ms. Fontenot was a Chief Financial Officer for hospitals in Louisiana and Florida. Ms. Fontenot currently serves as a member of the board of directors of Amerisafe, Inc., a specialty provider of high hazard workers’ compensation insurance, and serves on its Audit Committee, Nominating and Corporate Governance Committee and Risk Committee. She recently served for six years on the board of the American Hospital Association, and was the chair in 2012. She has also chaired the Chief Executive Officers Committee of the American College of Healthcare Executives and has served on its board and Officer Nominating Committee. Ms. Fontenot also served two terms as a member of the board of directors of the Sixth District Federal Reserve Bank and chaired its Audit Committee.



Ms. Fontenot will be compensated for her service on the Board in the same manner as the Company’s other non-employee directors described under the heading “Director Compensation for Fiscal Year Ended September 30, 2015” in the Company’s proxy statement for the annual meeting of shareholders held on February 18, 2016, filed with the Securities and Exchange Commission on January 12, 2016. Additionally, pursuant to the Company’s long-term incentive plan, Ms. Fontenot was granted 973 restricted shares of the Company’s common stock that vest one year after the grant date.



There are no arrangements or understandings between Ms. Fontenot and any other persons pursuant to which she was appointed as an independent director. There are also no family relationships between Ms. Fontenot and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In addition, the Board has determined that Ms. Fontenot is independent for purposes of the listing standards of the New York Stock Exchange.



---

 

Director Retirement and Appointment of New Lead Director



On September 28, 2016, Robert J. Cronin provided notice to the Board that he wishes to retire from the Board, effective at the 2017 annual meeting of shareholders, which is consistent with the retirement policy set forth in the Company’s Governance and Nominating Standards. Mr. Cronin currently serves on the Audit and Governance and Nominating Committees and is the Lead Director of the Board. Mr. Cronin expressed no disagreement with the Company over any of its operations, policies or practices.



In addition, on September 28, 2016, the Board appointed William G. Dempsey as the new Lead Director of the Board, effective October 1, 2016.









(d) Exhibits.









---

 

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 hereunto duly authorized.





---

 

Exhibit Index







---

News Release



LANDAUER

For Immediate Release



Landauer, Inc. Appoints Teri Fontenot to Board of Directors



William G. Dempsey to Assume Role of Lead Independent Director Effective October 1, 2016; Robert Cronin to Retire from the Board Effective at the 2017 Annual Meeting





For Further Information Contact:

Michael DeGraff

Sard Verbinnen & Co

Phone: 312.895.4734

Email: [email protected] 



GLENWOOD, Ill., September 28, 2016 -- Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring and outsourced medical physics services, today announced that Teri G. Fontenot has been appointed to the Board of Directors, effective September 28, 2016, expanding the company’s Board to nine directors.



Ms. Fontenot has nearly 35 years of experience in leading healthcare organizations.  She is currently the President and Chief Executive Officer of Woman’s Hospital, a Level III regional referral hospital in Baton Rouge, Louisiana dedicated to women’s and infants’ healthcare, a position she has held since 1996.



In addition, the Board of Directors announced that, effective at the Company’s 2017 Annual Meeting of Shareholders, Robert Cronin, Lead Independent Director, will retire from the Board, as required by the retirement policy set forth in the Company’s Governance and Nominating Standards.  Current Landauer director, William G. Dempsey, will succeed Mr. Cronin as Lead Independent Director of the Board, effective October 1, 2016.  William G. Dempsey joined Landauer’s Board of Directors in 2008.



Michael T. Leatherman, Executive Chairman of the Board said, “It is a great pleasure to welcome Teri to the Board. Teri is a proven leader in the healthcare industry and, in addition, brings a wealth of financial experience to Landauer.  Her expertise will be invaluable to better understand customer needs as Landauer continues to broaden its products and services targeted at the healthcare industry.”



Mr. Leatherman continued, “On behalf of the Board, I would like to thank Bob for his service and valuable contributions during his tenure.  Landauer has made significant progress over the past few years, and it is clear the Company is well positioned to continue executing its growth strategy and capitalize on the substantial market opportunities ahead.”

---

 

Teri Fontenot Biography



Teri Fontenot has a breadth of healthcare leadership and finance experience. She is currently the President and Chief Executive Officer of Woman’s Hospital, a Level III regional referral hospital in Baton Rouge, Louisiana dedicated to women’s and infants’ healthcare, a position she has held since 1996. Ms. Fontenot joined Woman’s Hospital in January 1992 and has held a variety of roles during her tenure, including Chief Operating Officer and Chief Financial Officer.  She previously served as Chair of the American Hospital Association and as a member of the Federal Reserve Bank of Atlanta Board as well as a member of the NIH industry committee.  She is a Fellow of the American College of Healthcare Executives (FACHE) and earned a Bachelor of Business Administration in Accounting from the University of Mississippi and a Master of Business Administration from Northeast Louisiana University.



About Landauer

Landauer is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, as well as the leading domestic provider of outsourced medical physics services. For more than 50 years, the Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, nuclear facilities and other industries in which radiation poses a potential threat to employees. Landauer’s services include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from customers, and the analysis and reporting of exposure findings. The Company provides its dosimetry services to approximately 1.8 million individuals globally. In addition, through its Medical Physics segment, the Company provides therapeutic and imaging physics services to the medical physics community. For information about Landauer, please visit their website at http://www.landauer.com.





For the latest news releases and other corporate documents on Landauer, Inc., visit

www.landauer.com



-###-







---