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EX-99.1 - EX-99.1 - IRADIMED CORPa16-7496_1ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 29, 2016

 

IRADIMED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-36534

 

73-1408526

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

1025 Willa Springs Dr., Winter Springs, FL

 

32708

(Address of Principal Executive Offices)

 

(Zip Code)

 

(407) 677-8022

(Registrant’s Telephone Number, Including Area Code)

 

 

(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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    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.

 

On March 29, 2016, IRADIMED CORPORATION (the “Company”) issued a press release announcing the appointment of Anthony Vuoto to the Board of Directors (the “Board”) of the Registrant. In addition to his appointment to the Board, Mr. Vuoto will also serve as a member of the Audit Committee and as the Chairman of the Compensation Committee.  As a non-employee director, Mr. Vuoto’s compensation consists of a grant of 7,932 Restricted Stock Units per the Company’s 2014 Equity Incentive Plan.  Mr. Vuoto’s restricted stock units vest in three equal annual installments beginning on March 28, 2017. Upon vesting, Mr. Vuoto will receive a number of shares of common stock equal to the number of restricted stock units that have vested.  Mr. Vuoto will also receive cash compensation of $52,500 pursuant to the Company’s board compensation plan.  Mr. Vuoto’s cash compensation consists of a $35,000 annual retainer as a board member, $10,000 as the chairman of the compensation committee, and $7,500 as a member of the audit committee.

 

Additionally, the Company announced that Jim Hawkins, Chairman of the Board of the Registrant, will not stand for re-election to the Board at the Registrant’s Annual Meeting of Stockholders scheduled for June 10, 2016. In addition to his responsibilities as Chairman, Mr. Hawkins also serves on the Audit Committee and is the Chairman of the Compensation Committee.  Mr. Hawkins will continue with his current responsibilities until such stockholders meeting. Roger Susi, the Registrant’s President and Chief Executive Officer will be nominated to serve as Chairman of the Board at the Annual Meeting of Stockholders.

 

The full text of the press release is included in Exhibit 99.1 to this report.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits

 

99.1     Press release dated March 29, 2016

 

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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.

 

 

 

IRADIMED CORPORATION

 

 

 

 

Date: March 29, 2016

 

 

By:

/s/ Chris Scott

 

Name:

Chris Scott

 

Title:

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Document

 

 

 

99.1

 

Press release dated March 29, 2016

 

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