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INVACARE CORPORATION

(IVC)
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INVACARE CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

05/21/2021 | 04:16pm EDT
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2021, Invacare Corporation (the "Company") held its 2021 Annual
Meeting of Shareholders (the "2021 Annual Meeting"), where the Company's
shareholders approved Amendment No. 3 (the "Plan Amendment") to the Invacare
Corporation 2018 Equity Compensation Plan (the "2018 Equity Plan"), which
increased the number of Company common shares authorized and reserved for
issuance under the 2018 Equity Plan by 2,500,000 shares. The material terms of
the Plan Amendment and the 2018 Equity Plan are summarized in the Company's
Definitive Proxy Statement on Schedule 14A, which was filed with the Securities
and Exchange Commission on April 5, 2021.
The description of the Plan Amendment as contained herein is qualified in its
entirety by reference to the full text of the Amendment, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
by reference into this Item 5.02.
Item 5.07.  Submission of Matters to a Vote of Security Holders.
On May 20, 2021, the Company held its 2021 Annual Meeting, at which the
Company's shareholders acted on proposals to: (1) elect ten directors to a
one-year term that will expire at the annual meeting of shareholders in 2022;
(2) approve and adopt Amendment No. 3 to the Invacare Corporation 2018 Equity
Compensation Plan; (3) ratify the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the Company's 2021
fiscal year; and (4) approve, on an advisory basis, the compensation of the
Company's named executive officers.
Each of the following nominees was elected to the board of directors for a
one-year term of office expiring at the annual meeting of shareholders in 2022
with respective votes as follows:
    Nominees                            For          Withheld       Broker Non-Votes
    Susan H. Alexander              27,812,338       222,372         4,304,723
    Julie A. Beck                   27,730,221       304,489         4,304,723
    Petra Danielsohn-Weil, PhD      27,675,528       359,182         4,304,723
    Stephanie L. Fehr               27,777,052       257,658         4,304,723
    Diana S. Ferguson               27,253,284       781,426         4,304,723
    Marc M. Gibeley                 27,675,833       358,877         4,304,723
    C. Martin Harris, M.D.          21,359,860     6,674,850         4,304,723
    Matthew E. Monaghan             27,714,697       320,013         4,304,723
    Clifford D. Nastas              27,750,243       284,467         4,304,723
    Baiju R. Shah                   22,894,300     5,140,410         4,304,723

The proposal to approve and adopt Amendment No. 3 to the Invacare Corporation 2018 Equity Compensation Plan was approved with 26,171,203 votes for, 1,772,053 votes against, 91,454 votes abstained and 4,304,723 broker non-votes. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's 2021 fiscal year was approved with 31,996,394 votes for, 328,180 votes against and 14,859 votes abstained. There were no broker non-votes with respect to this proposal. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was not approved with 9,581,811 votes for, 17,445,938 votes against, 1,006,961 votes abstained and 4,304,723 broker non-votes.

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Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number            Description of Exhibit

  10.1                    Amendment No. 3 to Invacare Corporation 2018 Equity Compensation Plan.

104                       Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).



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