Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on May 12, 2021, the Board of Directors (the "Board") of Misonix, Inc.
(the "Company"), upon the recommendation of the Nominating and Governance
Committee, increased the size of the Board from four to five members and
appointed Patrick J. Beyer to serve as a director. The Board has appointed Mr.
Beyer to the Audit Committee and the Nominating and Governance Committee, and,
as a result, Paul LaViolette will no longer serve on the Audit Committee and
Thomas M. Patton will no longer serve on the Nominating and Governance
Committee, each effective on May 12, 2021.
Mr. Beyer, who satisfies the independence requirements of the Nasdaq Stock
Market and the Securities and Exchange Commission (the "SEC") rules, will serve
for an initial term to expire concurrently with the terms of the other members
of the Board at the Company's 2021 annual meeting of stockholders, and until his
successor is duly elected and qualified. Mr. Beyer, age 55, is President of
International and Global Orthopedics for ConMed Corporation, a publicly held
medical technology company.
In connection with Mr. Beyer's appointment to the Board, and pursuant to the
Company's 2017 Equity Incentive Plan, as amended, the Board granted, effective
May 14, 2021, Mr. Beyer an option to purchase 20,000 shares of the Company's
common stock at an exercise price equal to the closing price per share of the
Company's common stock on May, 14, 2021, the date of grant. The options will
vest as to 25% of the award on each anniversary of the date of grant over a four
year period, subject to Mr. Beyer's continued service on the Board. Mr. Beyer's
compensation will be consistent with other non-employee members of the Board,
which is described in the Company's Proxy Statement on Schedule 14A filed with
the SEC on May 26, 2020, and as may be amended from time to time by the Board.
There are no arrangements or understandings between Mr. Beyer and any other
persons pursuant to which Mr. Beyer was appointed as a director, and Mr. Beyer
is not a party to any transaction with the Company reportable pursuant to Item
404(a) of Regulation S-K under the Securities Act of 1933.
Item 7.01. Regulation FD Disclosure.
On May 14, 2021, the Company issued a press release announcing the appointment
of Mr. Beyer to the Board, as described under Item 5.02, above. A copy of the
press release is attached as Exhibit 99.1 to this Current Report.
The information included in Exhibit 99.1 is being "furnished" and shall not be
deemed "filed" for purposes of Section 18 of the U.S. Securities Exchange Act of
1934, as amended (the "Exchange Act"), nor shall it be incorporated by reference
in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange
Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated May 14, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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