UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 24, 2025, the Board of Directors (the “Board”) of CONMED Corporation (the “Company”) increased the size of the Board to nine directors and appointed Mark Kaye as a director effective immediately. Mr. Kaye was appointed to the Audit Committee and to the Strategy Committee.
There are no understandings or arrangements between Mr. Kaye or any third parties pursuant to which he was selected as a director. In addition, there are no related party transactions that would be required to be disclosed under Item 404(a) of Reg S-K with respect to Mr. Kaye.
As a non-employee director, Mr. Kaye will receive the annual cash and equity compensation received by each of the Company’s non-employee directors, as further described in the Company’s proxy statement dated April 8, 2024. The Board granted Mr. Kaye a prorated portion of the annual equity compensation granted to directors with a value of approximately $47,137, based on a Black Scholes valuation, which grant was comprised of 152 restricted stock units and stock options to acquire 1,846 shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s stock on February 24, 2025. The awards will vest in full on February 24, 2026.
A copy of a press release issued on February 25, 2025 announcing Mr. Kaye’s election and describing his background and qualifications is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 8.01 | Other Events |
CONMED Corporation announced its Board of Directors declared a quarterly cash dividend of $0.20 per share on February 24, 2025, payable on April 4, 2025, to all shareholders of record as of March 14, 2025.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are included herewith:
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press release dated February 25, 2025 issued by CONMED Corporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
Signature
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.
| Date: February 24, 2025 | CONMED CORPORATION | |
| (Registrant) | ||
| By: | /s/ Todd W. Garner | |
| Name: | Todd W. Garner | |
| Title: | Executive Vice President, Finance & | |
| Chief Financial Officer |