Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. Pursuant to Entelluss
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the board of directors of Entellus (the Board) is divided into three staggered classes of directors of the same or nearly the same number. Pursuant to
Entelluss Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the Board has the power to increase the authorized number of directors and fill vacancies on the Board arising from any such newly created
directorship. Any director so elected by the Board will hold office for the remainder of the full term of the class of directors in which they are apportioned, and until such directors successor is elected and qualified.
On July 13, 2017, pursuant to the terms of the Merger Agreement, the Board increased the size of the Board from seven to nine directors
and elected James C. Momtazee and Douglas (Duke) S. Rohlen to fill the resulting vacancies effective as of July 14, 2017. Mr. Momtazee will serve on the Board as a Class III director for a term expiring at Entelluss 2018 annual
meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal, and Mr. Rohlen will serve on the Board as a Class II director for a term expiring at Entelluss 2020 annual
meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
Mr. Momtazee, age 45 is a Member of KKR Management LLC, the general partner of
KKR & Co. L.P. (together with its subsidiaries, KKR), and Head of the Americas Health Care industry team within KKRs Private Equity platform. He also serves on the board of directors of PRA Health Sciences, Inc., a
publicly held company. He previously served on the boards of directors of Jazz Pharmaceuticals plc from 2004 to 2014, HCA Holdings Inc. from 2006 to 2014 and Lake Region Medical from 2005 to 2015. Prior to joining KKR, Mr. Momtazee was with
Donaldson, Lufkin & Jenrette. He holds an A.B. from Stanford University and an M.B.A. from Stanford University Graduate School of Business.
Mr. Rohlen, age 49 served as President and Chief Executive Officer of Spirox, Inc. from February 2013 until Spirox was acquired by
Entellus on July 13, 2017. Mr. Rohlen serves as Chief Executive Officer of Ajax Health LLC, a company that invests in and operates health care companies, a position he has held since April 2017. Mr. Rohlen also serves as Chief
Executive Officer of Advanced Cardiac Therapeutics, Inc., a company focused on treating cardiac arrhythmias, a position he has held since April 2014. From January 2009 to January 2013, Mr. Rohlen served as Chief Executive Officer and founder of
CV Ingenuity Corp., a company acquired by Covidien plc that developed devices for the treatment of vascular diseases to relieve vascular obstructions, inhibit restenosis, and allow natural vessel healing. From January 2006 until October 2007,
Mr. Rohlen served as President of Strategic Operations of FoxHollow Technologies, Inc., a company acquired by ev3 Inc. that developed products for the treatment of peripheral artery disease, or PAD, and other cardiovascular disease, and from
May 2004 to December 2005, Mr. Rohlen served as FoxHollows Vice President of Corporate Development and Investor Relations and as Director of Business Development. From 2001 to 2004, Mr. Rohlen served as President and Chief Executive
Officer of Olive Hill Development, a land development company. From 2000 to 2001, Mr. Rohlen served as a project consultant at Massachusetts General Hospital. From 1999 to 2000, Mr. Rohlen held the position of Director of Business
Development at LuMend Corporation, a privately-held company that develops chronic total occlusion products in the treatment of peripheral vascular disease which was acquired by Cordis Corporation. In 1999, Mr. Rohlen served as Entrepreneur in
Residence at Alta Partners, a venture capital firm. Mr. Rohlen holds a B.A. in History from Stanford University and an M.B.A. from Harvard Business School.
Other than the Merger Agreement pursuant to which Entellus agreed to add Mr. Momtazee and Mr. Rohlen to the Board, there are no
arrangements or understandings between Mr. Momtazee or Mr. Rohlen and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Momtazee and Mr. Rohlen has an interest that
would be reportable under Item 404(a) of Regulation S-K. Each of Mr. Momtazee and Mr. Rohlen will be compensated in accordance with Entelluss non-employee director compensation program, which is described on pages 35 and 36 of
Entelluss definitive proxy statement filed with the SEC on April 26, 2017.
In accordance with Entelluss customary
practice, Entellus has entered into its standard form of indemnification agreement with each of Mr. Momtazee and Mr. Rohlen, which will require Entellus to indemnify him against certain liabilities that may arise as result of his status or
service as a director. The description of Mr. Momtazees and Mr. Rohlens indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which filed as Exhibit 10.2 hereto
and incorporated herein by reference.