Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2021, the Board of Directors of Invacare Corporation (the
"Company") expanded th Board size to 10 members and appointed Stephanie L. Fehr
as a director of the Company on the unanimous recommendation of the Nominating
and Governance Committee. Ms. Fehr has been appointed to serve a term expiring
at the Company's 2021 Annual Meeting of Shareholders.
Ms. Fehr, age 56, has a wide range of experience in the design, development and
implementation of talent strategies, organizational design, and leadership
training. She currently serves as executive vice president and chief human
capital officer of UnitedHealthcare, a division of UnitedHealth Group (NYSE:
UGH), which provides healthcare benefits to an array of customers and markets, a
position she has held since 2017. Prior to joining UnitedHealthcare, Ms. Fehr
spent 17 years in human resources and talent leadership roles with Apple
Computer Inc. (NASDAQ: AAPL) from 2000 to 2017 She will serve as a member of the
Company's Compensation and Management Development Committee and its Nominating
and Governance Committee.
There is no arrangement or understanding between Ms. Fehr and any other person
pursuant to which Ms. Fehr was elected as a director of the Company. Ms. Fehr
has not entered into any related party transactions with the Company that are
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As a director, Ms. Fehr will participate in the Company's current program for
the compensation of nonemployee directors, which is described under the caption
"Director Compensation Program" in the Company's Definitive Proxy Statement on
Schedule 14A filed with Securities and Exchange Commission on April 13, 2020. In
accordance with the director compensation program, Ms. Fehr received a grant of
13,388 restricted stock units under the Company's 2018 Equity Compensation Plan.
On March 25, 2021, the Company issued a press release announcing the appointment
of Ms. Fehr to the Board of Directors, which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
99.1 Press Release, dated March 25, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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