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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): July 10, 2025
_______________________________

INTEGER
HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
Delaware |
1-16137 |
16-1531026 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5830
Granite Parkway, Suite 1150
Plano,
Texas 75024
(Address of Principal Executive Offices) (Zip Code)
(214)
618-5243
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since
last report)
_______________________________
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
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)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of
each class |
Trading Symbol(s) |
Name of each
exchange on which registered |
Common
Stock, $0.001 par value per share |
ITGR |
New
York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 10, 2025, Integer Holdings Corporation (the “Company”) announced
the election of Michael J. Coyle to its Board of Directors (the “Board”), at which time it increased the size of the Board
to 11, effective immediately. Mr. Coyle will serve on the Company’s Audit Committee, Compensation & Organization Committee,
and Technology Strategy Committee. As a director, he will be entitled to receive compensation in accordance with the Company’s Director
Compensation Policy and as such compensation was described in the Company’s Annual Proxy Statement, filed with the Securities and
Exchange Commission on April 7, 2025. Mr. Coyle’s term as director will continue until the next annual meeting of stockholders and
until his successor is elected and qualified or until his earlier death, resignation or removal.
There are no arrangements or understandings between Mr. Coyle and any other person
pursuant to which he was elected as a director. Further, Mr. Coyle is not party to any transaction with the Company that would require
disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01. Regulation FD Disclosure.
On July 10, 2025, the Company issued a press release announcing the appointment
of Mr. Coyle. A copy of the release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific references
in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
|
Description of
Exhibit |
|
|
|
99.1 |
|
Press Release dated July 10, 2025 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
|
INTEGER HOLDINGS CORPORATION |
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Date: July 10, 2025 |
By: |
/s/ Lindsay K. Blackwood |
|
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Lindsay K. Blackwood |
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Senior Vice President, General Counsel and Corporate Secretary |
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