Short answer
Integer Holdings Corp (ITGR) filed an 8-K current report with the SEC on March 12, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 5.02 (Departure/Election of Directors or Officers), Item 7.01 (Regulation FD Disclosure). Cooperation Agreement established, adding new directors ("Cooperation Agreement Directors") to Integer Holdings' board.
Integer Holdings Corp 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Cooperation Agreement established, adding new directors ("Cooperation Agreement Directors") to Integer Holdings' board
- No related-party transactions (Item 404(a)) disclosed for new directors: signals clean arm's-length arrangement
- Cooperation agreements typically reflect activist or major shareholder influence on board composition, material for governance-focused investors
Item 5.02 · Departure/Election of Directors or Officers
- Board expanded to 13 members effective March 12, 2026, adding two new directors (Flanagan and Kapito) via a Cooperation Agreement
- Flanagan joins Audit Committee and Technology Strategy Committee; Kapito joins Compensation & Organization Committee and Technology Strategy Committee
- Both directors slated for nomination at 2026 Annual Meeting: signals activist or shareholder-negotiated board composition change
- Compensation follows standard Director Compensation Policy per April 7, 2025 proxy: no special or elevated pay arrangements
Item 7.01 · Regulation FD Disclosure
- Integer Holdings entered a "Cooperation Agreement" with an undisclosed counterparty, resulting in new board director appointments
- New directors ("Cooperation Agreement Directors") appointed: typical signal of activist investor settlement or major shareholder negotiation
- Press release dated March 12, 2026 contains full terms; material details in Exhibit 99.1
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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