Short answer
Integer Holdings Corp (ITGR) filed an 8-K current report with the SEC on May 22, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). CEO and four executives receive $4.41M combined retention bonuses, with 50% payable December 31, 2026 and 50% upon change in control.
Integer Holdings Corp 8-K event analysis
AI summary of each reported item and its exhibits
Item 5.02 · Departure/Election of Directors or Officers
- CEO and four executives receive $4.41M combined retention bonuses, with 50% payable December 31, 2026 and 50% upon change in control
- Enhanced change-in-control protection: performance equity vests at greater of target or actual performance after qualifying termination
- New 2026 incentive plan reserves 1,000,000 shares plus recycling of certain 2021 Plan shares, creating potential dilution
- Shareholder-approved plan supports awards through May 20, 2036, including options, restricted stock, performance awards and cash incentives
- $750,000 annual cap on combined cash and equity compensation for non-employee directors
Item 5.07 · Submission of Matters to a Vote of Security Holders
- All 11 director nominees elected to one-year terms, preserving board continuity
- Tyrone Jeffers and M. Craig Maxwell received highest withheld votes, signaling comparatively weaker shareholder support
- Deloitte & Touche ratified for fiscal 2026 with 30,439,879 votes for, confirming auditor continuity
- Executive compensation approved advisory basis with 28,727,674 votes for, supporting current pay practices
- 2026 Omnibus Incentive Plan approved with 27,750,271 votes for, authorizing continued equity-based employee compensation
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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