ATRI ATRION Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K

  

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

 

Date of Report:  May 20, 2024

(Date of earliest event reported)

 

Atrion Corporation

(Exact name of registrant as specified in its charter)

 

Delaware	001-32982	63-0821819
(State or other jurisdiction	(Commission File	(I. R. S. Employer
of incorporation or organization)	Number)	Identification No.)

 

One Allentown Parkway
Allen, Texas		75002
(Address of principal executive offices)		(Zip Code)

  

(972) 390-9800

(Registrant's telephone number, including area code)

 

Not Applicable

(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:

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, par value $0.10 per share		ATRI		The Nasdaq Global Select Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 20, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of the Registrant recommended an increase in the annual base salary for Cindy Ferguson, the Registrant’s Vice President and Chief Financial Officer, from $375,000 to $430,000, and the Board of Directors of the Registrant approved such annual base salary increase effective May 27, 2024. In addition, the Committee approved the grant of an equity award under the Atrion Corporation 2021 Equity Incentive Plan to David A. Battat, the Registrant’s President and Chief Executive Officer, in the form of performance-based stock units (“PSUs”) with a grant date value of $600,000.

 

The PSUs are subject to performance-vesting conditions based on achievement of performance goals measured over a three-year period and other terms and conditions of a Performance Stock Unit Award Agreement. The form of Performance Stock Unit Award Agreement will be filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q  for the quarter ending June 30, 2024.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 21, 2024, the Registrant held its 2024 annual meeting of stockholders (the “Annual Meeting”), at which stockholders approved an amendment (the “Amendment”) of the Registrant’s Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on May 21, 2024. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, stockholders voted as set forth below on t following matters:

 

1.            Election of Directors. The nominee listed below was elected to serve as a director until the 2027 annual meeting of stockholders and until his successors is duly elected and qualified, based on the following votes:

 

Director		Votes For		Votes Against		Abstentions		Broker Non-Votes
Preston G. Athey		1,274,471		111,925		7,204		131,035

 

2.           Amendment of the Registrant’s Certificate of Incorporation. The amendment of the Registrant’s Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law was approved as set forth below.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,151,094		239,399		3,107		131,035

 

3.           Ratification of Appointment of Independent Registered Public Accounting Firm. The Registrant’s stockholders ratified the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2024, based on the following votes:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,514,937		5,718		3,980		0

 

4.          Advisory Vote to Approve Executive Officer Compensation. The Registrant’s stockholders approved, on an advisory basis, the compensation of the Registrant's executive officers, based on the following votes:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,360,096		24,212		9,292		131,095

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed herewith:

 

Exhibit Index.

 

Exhibit Number		Description
3.1		Certificate of Amendment of Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	ATRION CORPORATION
Date: May 24, 2024	By:	/s/ Cindy Ferguson
		Cindy Ferguson Vice President and Chief Financial Officer, Secretary, and Treasurer

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF
CERTIFICATE OF INCORPORATION

 

Atrion Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

 

FIRST: This Certificate of Amendment (the “Certificate of Amendment”) amends the Certificate of Incorporation of Atrion Corporation (the “Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware on December 30, 1996 and has been duly adopted by the Board of Directors of Atrion Corporation (the “Corporation”) at a meeting of the Board of Directors of the Corporation on February 27, 2024 and by the stockholders of the Corporation on May 21, 2024 in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

SECOND: The Certificate of Incorporation is hereby amended to add the following as Article XIV:

 

ARTICLE XIV

 

14.01        To the fullest extent permitted by the Delaware General Corporation Law, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the officer derived any improper personal benefit, or (v) in any action by or in the right of the Corporation. If the Delaware General Corporation Law is hereafter amended to authorize, with the approval of the Corporation's stockholders, further reductions in the liability of the officers of a corporation for breach of fiduciary duty, then an officer of the Corporation shall not be liable for any such breach to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article XIV by the stockholders of the Corporation shall not adversely affect any right or protection of any officer of the Corporation existing at the time of such repeal or modification.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Cindy Ferguson, Vice President and Chief Financial Officer, Secretary, and Treasurer, this 21st day of May, 2024.

 

	ATRION CORPORATION
	By:	/s/ Cindy Ferguson
		Cindy Ferguson
		Vice President and Chief Financial Officer, Secretary, and Treasurer

 

 

 

v3.24.1.1.u2

Cover	May 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-32982
Entity Registrant Name	Atrion Corporation
Entity Central Index Key	0000701288
Entity Tax Identification Number	63-0821819
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One Allentown Parkway
Entity Address, City or Town	Allen
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75002
City Area Code	972
Local Phone Number	390-9800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.10 per share
Trading Symbol	ATRI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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