Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders (the "Annual Meeting") of Integer Holdings
Corporation (the "Company") held on Wednesday, May 19, 2021, the Company's
stockholders approved the Integer Holdings Corporation 2021 Omnibus Incentive
Plan (the "2021 Plan"). The 2021 Plan had previously been approved by the
Company's Board of Directors, subject to stockholder approval.
The 2021 Plan provides for grants of stock options (both nonqualified and
incentive stock options), stock appreciation rights, restricted stock units,
performance awards, dividend equivalents and other cash- and stock-based awards
to the Company's employees and non-employee directors.
The principal features of the 2021 Plan are described in detail under "Proposal
4 -Approve the adoption of the Integer Holdings Corporation 2021 Omnibus
Incentive Plan" of the Company's Definitive Proxy Statement on Schedule 14A for
the Annual Meeting filed by the Company with the Securities and Exchange
Commission on April 5, 2021 (the "Proxy Statement"). The description of the
principal features of the 2021 Plan included in the Proxy Statement is
incorporated by reference in this Current Report on Form 8-K.
The foregoing description of the principal features of the 2021 Plan is
qualified in its entirety by reference to the full text of the 2021 Plan, which
is filed as Exhibit 10.1 and incorporated by reference in this Current Report on
Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The stockholders of the Company voted on the following items at the Annual
Meeting, and the tables reflects the tabulation of the votes with respect to
each proposal:
Proposal 1: To elect 12 directors for a one-year term until their successors
have been elected and qualified:
                                                                          Broker
Name:                          Shares FOR:        Shares WITHHELD:       NON VOTE:
Sheila Antrum                   31,059,943                    17,670      715,316
Pamela G. Bailey                29,469,198                 1,608,415      715,316
Cheryl C. Capps                 31,061,143                    16,470      715,316
Joseph W. Dziedzic              31,055,280                    22,333      715,316
James F. Hinrichs               30,637,430                   440,183      715,316
Jean Hobby                      31,052,601                    25,012      715,316
Tyrone Jeffers                  31,060,360                    17,253      715,316
M. Craig Maxwell                31,061,348                    16,265      715,316
Filippo Passerini               30,796,155                   281,458      715,316
Bill R. Sanford                 29,582,804                 1,494,809      715,316
Donald J. Spence                30,956,020                   121,593      715,316
William B. Summers, Jr.         29,587,653                 1,489,960      715,316

Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2021: FOR:

           30,557,910
AGAINST:        1,232,590
ABSTAINED:          2,429


Proposal 3: To approve, on an advisory basis, the compensation of the Company's
named executive officers:
FOR:                 30,081,333
AGAINST:                976,609
ABSTAINED:               19,671
Broker NON-VOTE:        715,316

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Proposal 4: To approve the adoption of the Integer Holdings Corporation 2021
Omnibus Incentive Plan:
FOR:                 30,176,084
AGAINST:                897,150
ABSTAINED:                4,379
Broker NON-VOTE:        715,316


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
   Exhibit                                       Description of Exhibit
    Number
10.1                   Integer Holdings Corporation 2021 Omnibus Incentive Plan
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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