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Delaware
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04-2825458
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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 (17 CFR 240.13e-4(c))
(d) On November 8, 2013, the Board of Directors (the "Board") of the Company appointed Michael H. Thomas as a director of the Company, a member of the Compensation Committee and the chairman of the Nominating and Corporate Governance Committee of the Board, in each case effective immediately. Mr. Thomas will serve as a Class II director and will hold office until the Company's 2014 annual stockholders meeting, subject to his earlier resignation, removal or death.
There are no arrangements or understandings between Mr. Thomas and any other persons pursuant to which he was selected as a director. Mr. Thomas has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Thomas will be compensated according to the Company's Non-Employee Director Compensation Policy and will also be entitled to indemnification pursuant to the standard indemnification agreement between the Company and its officers and directors.
Under the Non-Employee Director Compensation Policy, non-employee directors of the Company receive an annual retainer for Board membership of $10,000 and an annual retainer for each committee membership of $1,000, except that members of the Audit Committee receive an annual retainer for committee membership of $2,500. The chairmen of the Company's committees receive an annual retainer of $5,000, except that the chairman of the Audit Committee receives an annual retainer of $15,000. Annual retainer payments are pro-rated based upon days of service in the event a non-employee director joins or leaves the Board during any calendar year. Non-employee directors also receive a fee of $2,500 for each regularly scheduled quarterly Board meeting attended in person, $1,000 for each regularly scheduled quarterly Board meeting attended by telephone or videoconferencing, $500 for each special Board meeting attended either in person or by telephone or videoconferencing, and $500 for each committee meeting attended either in person or by telephone or teleconference. Aggregate cash compensation paid to any non-employee director for any year may not exceed $40,000 without the approval of the Board. As Mr. Thomas has been appointed chairman of the Company's Nominating and Corporate Governance Committee and a member of the Compensation Committee, he will be entitled to an annual retainer of $16,000 in the aggregate for his service and also fees for attendance at meetings as set forth above.
As a non-employee director, Mr. Thomas will also be eligible to receive (i) an option to purchase 20,000 shares of the Company's common stock in connection with his initial appointment to the Board and (ii) an option to purchase 7,500 shares of the Company's common stock at the first Board meeting following each annual meeting of the Company's stockholders, provided that he has served as a director for at least six months at such time.
Mr. Thomas will also be reimbursed for out-of-pocket expenses incurred on the Company's behalf and eligible to participate in the Second Amended and Restated 2006 Stock Option and Incentive Plan on an ad hoc basis from time to time at the discretion of the Board.
The following exhibit is filed as part of this report:
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LeMaitre Vascular, Inc.
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Date: November 12, 2013
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By:
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/s/ Joseph P. Pellegrino, Jr.
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Joseph P. Pellegrino, Jr.
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Chief Financial Officer
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Exhibit No.
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Description
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EX-99.1
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Press Release dated November 11, 2013
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Exhibit 99.1
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LeMaitre Vascular Announces Appointment of Michael Thomas to its Board of Directors |
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BURLINGTON, Mass., November 11, 2013 (GLOBE NEWSWIRE) -- LeMaitre Vascular, Inc. (Nasdaq: LMAT), a provider of peripheral vascular devices and implants, announced today changes in the composition of its Board of Directors. The Board has appointed Michael H. Thomas to its board of directors. Mr. Thomas takes the place of William N. Thorndike, Jr., who has resigned from LeMaitre Vascular's Board. LeMaitre Vascular's Board is composed of seven members, four of whom are independent. "Most recently having served as CEO of Bionostics, Inc., a manufacturer of products for original equipment manufacturers for critical care/point-of-care and diabetes diagnostics test systems, Michael brings 30 years of experience in the healthcare industry to our Board," said George W. LeMaitre, Chairman and CEO. "As we prepare to welcome Michael, I would also like to thank Will for his many years of service on the Board both as a representative of Housatonic Partners and in an individual capacity." About LeMaitre Vascular LeMaitre Vascular is a provider of devices and implants for the treatment of peripheral vascular disease, a condition that affects more than 20 million people worldwide. The Company develops, manufactures and markets disposable and implantable vascular devices to address the needs of its core customer, the vascular surgeon. The Company's diversified product portfolio consists of brand name devices used in arteries and veins outside of the heart. Additional information can be found at http://www.lemaitre.com.LeMaitre is the registered trademark of LeMaitre Vascular, Inc. CONTACT: LeMaitre Vascular, Inc. Mary Nielson +1-781-425-1659 mnielson@lemaitre.com http://www.lemaitre.com
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