Form 8-K NUVASIVE INC For: Jul 27

NUVASIVE, INC.

Date: August 1, 2016

/s/ Quentin Blackford

Quentin Blackford

Executive Vice President and Chief Financial Officer

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August 1, 2016 7:03 AM EDT

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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 27, 2016

NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-50744

33-0768598

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7475 Lusk Boulevard, San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 909-1800

(Registrant’s telephone number, including area code)

n/a

(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))

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

(b) On July 27, 2016, Jason D. Hanson, the Executive Vice President, Strategy, Corporate Development and General Counsel of NuVasive, Inc. (the “Company”) notified the Company that he was resigning, effective August 1, 2016, due to family health reasons. Joan B. Stafslien will serve as the Company’s interim general counsel, effective as of August 1, 2016. Ms. Stafslien most recently served as Executive Vice President, General Counsel, and Corporate Secretary of CareFusion Corporation.

(c) On July 29, 2016, the Board of Directors of the Company (the “Board”) appointed Jereme Sylvain, the Company’s Vice President and Corporate Controller, to serve as the Company’s Chief Accounting Officer, effective August 1, 2016. As the Company’s Vice President, Corporate Controller and Chief Accounting Officer, Mr. Sylvain will serve as the Company’s principal accounting officer for purposes of the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Mr. Sylvain, age 36, has served as the Company’s Vice President and Corporate Controller since March 2014 and is responsible for the Company’s global accounting function, which includes general ledger management, SEC reporting, treasury, and shared service functions. Prior to joining the Company, Mr. Sylvain held the role of Senior Director, Finance with Thermo Fisher Scientific, where he was responsible for global accounting for the life sciences solutions group. Mr. Sylvain joined Thermo Fisher Scientific in February 2014, following its acquisition of Life Technologies Corporation. From July 2007 to February 2014, Mr. Sylvain held multiple finance and accounting roles at Life Technologies and its predecessor, Invitrogen Corporation. Prior to joining Invitrogen in July 2007, Mr. Sylvain was part of the public accounting firm Ernst & Young LLP. Mr. Sylvain holds a B.S. in Finance from Arizona State University and a M.S. in Accountancy from the University of Notre Dame.

In connection with his appointment as Chief Accounting Officer, Mr. Sylvain’s annual base salary was set at $300,000, and he will be eligible to receive a bonus payment under the 2016 Executive Performance Bonus Plan at a target level of $135,000. In addition, Mr. Sylvain was awarded on August 1, 2016 a grant of restricted stock units (“RSUs”) under the Company’s 2014 Equity Incentive Plan, subject to vesting on August 1, 2019, with a grant date value of $250,000. The number of shares of the Company’s common stock subject to the RSUs will be calculated by dividing the grant date value by the Company’s closing stock price on August 1, 2016.

(d) On July 29, 2016, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Michael D. O’Halleran and Patrick S. Miles to serve as directors of the Company, effective August 1, 2016. Mr. O’Halleran will serve as a Class I director and will be subject to re-election to the Board at the Company’s 2017 Annual Meeting of Stockholders. Mr. Miles will serve as a Class II director and will be subject to re-election to the Board at the Company’s 2018 Annual Meeting of Stockholders. In connection with the election of Messrs. O’Halleran and Miles to the Board, the Board approved an increase in the size of the Board from eight to ten members. Following the election of Messrs. O’Halleran and Miles to the Board, the Board is now comprised of ten directors, eight of whom are independent non-employee directors. There is no arrangement or understanding between Mr. O’Halleran or Mr. Miles with any other person pursuant to which each was elected as a director of the Company.

Mr. O’Halleran, age 66, has served as Senior Executive Vice President of Aon plc, a provider of risk management, insurance and consulting services, since September 2004. From 1999 to 2004, Mr. O’Halleran served as President and Chief Operating Officer of Aon Corporation. Mr. O’Halleran joined Aon in 1987 to lead its reinsurance division. Since that time, he has served in several significant management positions within the Aon group of companies including, since August 2007, as the executive chairman of Aon Benfield, the division of Aon that provides reinsurance and brokerage services. Mr. O’Halleran served as a director of Cardinal Health, Inc. from 1999-2009, and from 2009-2015, he served as a director of CareFusion Corporation (now part of Becton, Dickinson and Company).

Mr. Miles, age 50, has served as the Company’s President and Chief Operating Officer since February 2015 and is responsible for leadership and management of the Company’s global products and services, as well as operational duties, including customer fulfillment, manufacturing, supply chain management and quality engineering. Prior to that, he served as the Company’s President of Global Products and Services from October 2011 to January 2015;

President of the Americas from January 2010 to September 2011; Executive Vice President of Product Marketing and Development from January 2007 to December 2009; Senior Vice President of Marketing from December 2004 to January 2007; and Vice President, Marketing from January 2001 to December 2004. Mr. Miles has more than 25 years of experience in the orthopedic industry, including prior roles with Medtronic Sofamor Danek and Smith & Nephew. Mr. Miles received a B.S. in Finance from Mercer University.

There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC between Mr. O’Halleran and the Company. Mr. O’Halleran will serve as a member of the Audit Committee of the Board. Pursuant to the Company’s current non-employee director compensation package and under the Company’s 2014 Equity Incentive Plan, Mr. O’Halleran was awarded on August 1, 2016 a one-time initial grant of RSUs, subject to vesting on August 1, 2018 (the “Initial RSUs”), and a pro-rated annual grant of RSUs, subject to vesting on the date of the 2017 Annual Meeting of Stockholders (the “Annual RSUs”). The Initial RSUs will be granted with a grant date value of $200,000. The Annual RSUs will be granted with a grant date value of $119,589, which reflects $150,000 pro-rated for the period August 1, 2016 through May 18, 2017 (the anticipated date of the 2017 Annual Meeting of Stockholders). For both the Initial RSUs and the Annual RSUs, the number of shares of the Company’s common stock subject to the RSUs will be calculated by dividing the grant date value by the Company’s closing stock price on August 1, 2016. Mr. O’Halleran will also receive an annual cash retainer of $65,000 for his Board service, which is payable quarterly, commencing with the Company’s fourth fiscal quarter ending December 31, 2016. Mr. O’Halleran has entered into an indemnification agreement with the Company in substantially the form filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2014.

As Mr. Miles is an executive officer of the Company, he is not considered independent for purposes of the rules and regulations of the SEC or NASDAQ. Other than Mr. Miles’s employment relationship with the Company, there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC between Mr. Miles and the Company. Mr. Miles is not expected to serve as a member of any Board Committee, nor will he receive any additional compensation for his service on the Board. Mr. Miles previously entered into an indemnification agreement with the Company in substantially the form filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2014.

On August 1, 2016, the Company issued a press release announcing the election of Messrs. O’Halleran and Miles to the Board. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On July 29, 2016, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted an amendment (the “Amendment”) to the Restated Bylaws (the “Restated Bylaws”) of the Company. The Amendment was approved and adopted by the Board in connection with the increase in the size of the Board from eight to ten members, as discussed above. Prior to the Amendment, the Restated Bylaws provided that the size of the Board shall be not be less than five nor more than nine directors. As amended, the Bylaws provide that the size of the Board shall be not be less than five nor more than ten directors.

The foregoing description of the Amendment to the Restated Bylaws is a general description only and is qualified in its entirety by reference to the Amendment No. 2 to the Restated Bylaws of NuVasive, Inc., which is attached hereto as Exhibit 3.3 and incorporated herein by reference

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


3.1		Restated Bylaws of NuVasive, Inc. (incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 6, 2012).

3.2		Amendment No. 1 to the Restated Bylaws of NuVasive, Inc. (incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 19, 2014).

3.3		Amendment No. 2 to the Restated Bylaws of NuVasive, Inc.

99.1		Press release issued by NuVasive, Inc. on August 1, 2016.

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.

EXHIBIT INDEX


Exhibit Number		Description

3.1		Restated Bylaws of NuVasive, Inc. (incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 6, 2012).

3.2		Amendment No. 1 to the Restated Bylaws of NuVasive, Inc. (incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 19, 2014).

3.3		Amendment No. 2 to the Restated Bylaws of NuVasive, Inc.

99.1		Press release issued by NuVasive, Inc. on August 1, 2016.

Exhibit 3.3

AMENDMENT NO. 2

TO THE RESTATED BYLAWS OF

NUVASIVE, INC.

The following amendment (the “Amendment”) was made to the Restated Bylaws of NuVasive, Inc. (the “Company”) pursuant to resolutions adopted by the Company’s Board of Directors at a meeting held on July 29, 2016:

1. Article III, Section 1 of the Restated Bylaws of the Company is, effective immediately, hereby amended in its entirety to read as follows:

“Section 1. Classes, Number, Term of Office and Qualification. The directors shall be classified into three classes as specified in the Restated Certificate of Incorporation. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Additional directorships resulting from an increase in the number of directors shall be apportioned among the classes as equally as possible determined by the Board of Directors. The number of directors which shall constitute the whole Board shall not be less than five (5) nor more than ten (10) directors, and the exact number shall be fixed by resolution of sixty-six and two-thirds percent (66-2/3%) of the directors then in office or by sixty-six and two-thirds percent (66-2/3%) of the stockholders at the annual meeting of the stockholders, with the number initially fixed at seven (7) . Each director elected shall hold office until his successor is elected and qualified, except in the case of the death, resignation or removal of the director. Directors need not be stockholders.”

2. Except as expressly modified by this Amendment, all terms, provisions, covenants and agreements contained in the Restated Bylaws of the Company shall remain unmodified and in full force and effect.

Exhibit 99.1

LOGO

NEWS RELEASE

MICHAEL D. O’HALLERAN AND PATRICK S. MILES ELECTED TO

NUVASIVE BOARD OF DIRECTORS

SAN DIEGO, CA – August 1, 2016 – NuVasive, Inc. (NASDAQ: NUVA), a leading medical device company focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, today announced the appointment of Mike O’Halleran and Pat Miles to the Company’s Board of Directors effective August 1, 2016. Mr. O’Halleran will serve as an independent director of the Company and member of the Board’s Audit Committee. Mr. Miles currently serves as president and chief operating officer (COO) of NuVasive, Inc. and is a member of the Company’s executive management team. Mr. Miles will serve as a non-independent member of the Board.

“We are pleased to welcome Mike and Pat to our Board of Directors as we work to advance the long-term strategic goals of NuVasive. Mike and Pat are extremely accomplished leaders who bring a wealth of experience and judgment to our Board,” said Gregory T. Lucier, chairman and chief executive officer of NuVasive, Inc. “Mike’s extensive business experience and Pat’s deep understanding of the dynamics of the spine industry will complement the skills of our current Board and add value to the future of the Company.”

With more than 40 years of business experience, Mr. O’Halleran currently serves as the executive chairman of Aon Benfield and senior vice president of Aon, plc, a provider of risk management, insurance and consulting services. Mr. O’Halleran joined the Aon group of companies in 1987 to lead its reinsurance division and since that time, has served in several significant management positions including president and chief operating officer of Aon Corporation, and since August 2007, as the executive chairman of Aon Benfield. Prior to joining Aon, he was a senior executive with well-known companies in the insurance industry. Mr. O’Halleran brings extensive healthcare and medical device governance experience, having been a long-standing director of Cardinal Health and later CareFusion. Mr. O’Halleran has a degree in Accounting and Finance from the University of Wisconsin-Whitewater.

As an orthopedic and spine industry veteran with more than 25 years’ experience, Mr. Miles’ appointment to the Board reflects the impact he brings to the future of NuVasive. Mr. Miles has been with NuVasive since 2001, and has held multiple roles with increasing responsibility in the areas of operations, research, surgeon education, product development, and marketing. In 2015, he was appointed president and COO, responsible for leadership of NuVasive’s global products and services, as well as operational duties, including customer fulfillment, manufacturing, supply chain management and quality engineering. Prior to joining NuVasive, he held positions at Medtronic Sofamor Danek and Smith & Nephew. Mr. Miles received a B.S. in Finance from Mercer University.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is a world leader in minimally invasive, procedurally-integrated spine solutions. From complex spinal deformity to degenerative spinal conditions, NuVasive is transforming

spine surgery with innovative technologies designed to deliver reproducible and clinically proven surgical outcomes. NuVasive’s highly differentiated, procedurally-integrated solutions include access instruments, implantable hardware and software systems for surgical planning and reconciliation technology that centers on achieving the global alignment of the spine. With $811 million in revenues (2015), NuVasive has an approximate 1,900 person workforce in more than 40 countries around the world. For more information, please visit nuvasive.com.

Forward-Looking Statements

NuVasive cautions you that statements included in this news release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasive’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Company’s surgical products and procedures by spine surgeons, development and acceptance of new products or product enhancements, clinical and statistical verification of the benefits achieved via the use of NuVasive’s products (including the iGA™ platform), the Company’s ability to effectually manage inventory as it continues to release new products, its ability to recruit and retain management and key personnel, and the other risks and uncertainties described in NuVasive’s news releases and periodic filings with the Securities and Exchange Commission. NuVasive’s public filings with the Securities and Exchange Commission are available at www.sec.gov. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

# # #

Investor Contact:

Suzanne Hatcher

NuVasive, Inc.

858-458-2240

[email protected]

Media Contact:

Michael Farrington

NuVasive, Inc.

858-909-1940

[email protected]

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