(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(b) Resignation of Director for Any Reason Other than Disagreement with the Company.
On August 28, 2014, Michael A. Pietrangelo notified MRI Interventions, Inc. (the
"Company") of his decision to resign as a member of the Company's Board of
Directors (the "Board") effective as of September 3, 2014. Mr. Pietrangelo also
serves as a member of the Board's Audit Committee. Having served as a director
of the Company since March 2010, Mr. Pietrangelo elected to step down from the
Board simply to give a new director candidate, Pascal E.R. Girin, who has
extensive management and operations experience in the medical device industry,
the opportunity to serve as a member of the Board. Accordingly, Mr.
Pietrangelo's resignation was not the result of any disagreement with the
Company, its management or its operations, policies or practices.
In recognition of the contributions made by Mr. Pietrangelo as a director of the
Company, the Board's Compensation Committee accelerated the vesting of two stock
options previously awarded to Mr. Pietrangelo, an option to purchase 45,000
shares awarded to Mr. Pietrangelo on April 13, 2012 under the Company's 2012
Incentive Compensation Plan, and an option to purchase 20,000 shares awarded to
Mr. Pietrangelo on June 4, 2014 under the Company's Non-Employee Director Equity
Incentive Plan. For those two stock option awards, as well as the option to
purchase 20,000 shares that was awarded to Mr. Pietrangelo on June 14, 2013
under the Company's 2013 Incentive Compensation Plan and the options to purchase
an aggregate of 50,000 shares that were awarded to Mr. Pietrangelo on December
13, 2013 under the Company's 2010 Non-Qualified Stock Option Plan, the
Compensation Committee also extended the option exercise period through
September 3, 2016.
(d) Election of New Director.
On August 29, 2014, the Board, with the recommendation of the Corporate
Governance and Nominating Committee, elected Pascal E.R. Girin to serve as a
director of the Company, effective as of September 3, 2014, until the 2015
annual meeting of stockholders and until his successor is duly elected and
qualified or until his earlier death, resignation, disqualification or removal.
Mr. Girin possesses over two decades of management and executive experience in
the field of medical technology. Mr. Girin has served as Executive Vice
President and Chief Operating Officer of Wright Medical Technology, Inc. since
November 2012. Prior to joining Wright Medical, Mr. Girin served as President
and Chief Executive Officer of Keystone Dental Inc. from February 2011 to June
2012, at which time the company successfully merged with Southern Implants Inc.
From October 2010 to February 2011, Mr. Girin served as Executive Vice President
and Chief Operating Officer of Keystone Dental Inc. From July 2010 to September
2010, Mr. Girin served as Chief Operating Officer of ev3 Inc. following its
acquisition by a wholly owned subsidiary of Covidien Group S.a.r.l. Prior to
that time, Mr. Girin served as Executive Vice President and Chief Operating
Officer of ev3 Inc. from January 2010 to July 2010, as Executive Vice President
and President, Worldwide Neurovascular and International of ev3 Neurovascular
Inc. from July 2008 to January 2010, as Senior Vice President and President,
International of ev3 International from July 2005 to July 2008, and as General
Manager, Europe of ev3 Inc. from September 2003 to July 2005. From September
1998 to August 2003, Mr. Girin served in various capacities at BioScience Europe
Baxter Healthcare Corporation, most recently as Vice President. Mr. Girin
received an engineering education at the French Ecole des Mines. From November
2010 until November 2, 2012, Mr. Girin had served as a director of Tornier,
N.V., a publicly traded global medical device company, as well as a member of
its Nominating, Corporate Governance and Compliance Committee.
In accordance with the Company's Non-Employee Director Compensation Plan (the
"Director Compensation Plan"), Mr. Girin will be entitled to receive a $15,000
annual retainer for service as a Board member, a $1,000 fee per Board meeting
attended in person and a $500 fee per Board meeting attended via telephone.
Additionally, Mr. Girin will receive a supplemental annual retainer in the event
he is appointed to serve as a member of a committee of the Board.
In connection with his election to the Board and pursuant to the terms of the
Director Compensation Plan, Mr. Girin will be granted an option purchase 45,000
shares of the Company's common stock. The shares subject to such stock option
will vest in equal annual installments over three years. In addition, pursuant
to the Director Compensation Plan, on the day following each annual meeting of
stockholders in which he is elected or is then serving as a director, Mr. Girin
will receive an option to purchase 20,000 shares of the Company's common stock.
Such stock options will vest on the earlier of the first anniversary of the
grant date or the day immediately preceding the next annual meeting of
The Company will also enter into its standard form of indemnification agreement
with Mr. Girin (the "Indemnification Agreement") as a director of the Company.
The Indemnification Agreement provides, among other things, that the Company
will indemnify Mr. Girin, under the circumstances and to the extent provided for
therein, for certain expenses, including attorneys' fees, judgments, fines and
settlement amounts incurred by him in any action or proceeding arising out of
his service as a director of the Company, any subsidiary of the Company or any
other company or enterprise to which he provides services at the Company's
request. The foregoing description of the terms and conditions of the
Indemnification Agreement is only a summary and is qualified in its entirety by
the full text of the Indemnification Agreement, the form of which was previously
filed as Exhibit 10.8 to the Company's General Form for Registration of
Securities on Form 10, as originally filed on December 28, 2011, and is
incorporated herein by reference.
There are no arrangements or understandings between Mr. Girin and any other
persons pursuant to which he was elected as a director of the Company. There are
no family relationships between Mr. Girin and any director, executive officer,
or any person nominated or chosen by the Company to become a director or
executive officer. There are no related person transactions (within the meaning
of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange
Commission) between Mr. Girin and the Company.
Item 7.01 Regulation FD Disclsoure.
On September 3, 2014, the Company issued a press release with respect to the
election of Mr. Girin to the Company's Board. A copy of the press release is
furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed pursuant to Item 9.01:
Exhibit No. Description
10.1 Form of Indemnification Agreement, previously filed as Exhibit 10.8
to the Company's General Form for Registration of Securities on
Form 10, as originally filed on December 28, 2011, and incorporated
herein by reference
10.2 Non-Employee Director Compensation Plan, previously filed as
Exhibit 10.2 to the Company's Current Report on Form 8-K, as
originally filed on June 14, 2013, and incorporated herein by
99.1 Press Release of the Company dated September 3, 2014