Livanova Plc SEC Filings

LivaNova PLC is asking shareholders to vote at its virtual 2026 Annual General Meeting on June 10, 2026. Shareholders of record on April 13, 2026, when 54,926,482 Ordinary Shares were in issue, may attend and vote online.

Proposals include electing eleven directors, advisory U.S. and UK say‑on‑pay votes, ratifying PwC in the U.S. and UK, authorizing directors to allot shares up to a nominal £10,985,296, disapplying pre‑emption rights over the same nominal amount, and approving share repurchase contracts covering up to 10% of issued shares. The proxy also details LivaNova’s governance framework, including a largely independent and diverse Board, separate independent Chair and CEO roles, strong committee structure, stock ownership guidelines, and risk, sustainability, and human capital oversight.

LivaNova PLC Chief Innovation Officer Ahmet Tezel reported routine equity compensation changes. Vested restricted stock units converted into 3,408 ordinary shares, with 1,186 shares withheld at $61.27 to cover taxes, leaving 4,157 ordinary shares held directly. Tezel also received 13,873 new restricted stock units and four performance stock unit awards of 4,624 units each, all subject to multi‑year vesting and performance conditions tied to revenue growth, relative total shareholder return, and adjusted earnings per share.

LivaNova PLC executive Franco Poletti, President of Cardiopulmonary, reported routine equity compensation activity involving vested restricted stock units (RSUs) settling into ordinary shares. On March 30, 2026, 3,184 ordinary shares were issued upon RSU vesting, with 1,370 shares withheld at 61.27 per share to cover tax liabilities.

After these transactions, Poletti held 10,755 ordinary shares directly, plus 219 ordinary shares held indirectly through his spouse. The RSUs vested under LivaNova’s 2015 Incentive Award Plan, 2022 Incentive Award Plan and the First Amended and Restated 2022 Incentive Award Plan, reflecting ongoing, scheduled compensation vesting rather than open‑market trading.

LivaNova PLC Chief Financial Officer Alex Shvartsburg reported multiple equity compensation events on March 30, 2026. Vested restricted stock units and performance stock units were settled in ordinary shares, and 30,835 ordinary shares were acquired through exercises. Of these, 12,868 shares were withheld at $61.27 per share to cover tax liabilities, leaving 44,647 ordinary shares held directly afterward.

Earlier performance-based grants vested above target, with awards tied to cumulative free cash flow, return on investment capital, and relative total shareholder return vesting at 122.0%, 118.71%, and 113.89% of target, respectively. New grants included 16,321 restricted stock units and several performance stock unit awards that will vest over future service and performance periods.

LivaNova PLC Chief Executive Officer Vladimir Makatsaria reported multiple equity compensation transactions. On March 30, 2026, vested restricted stock units were settled into 21,042 ordinary shares, increasing his direct holdings to 14,167 ordinary shares after shares were withheld for taxes.

The company withheld 11,159 ordinary shares at $61.27 per share to satisfy tax liabilities. Makatsaria also received new grants of 52,227 restricted stock units and three separate awards of 17,409 performance stock units each, tied to future revenue growth, relative total shareholder return, and adjusted earnings per share over performance periods through 2028.

LivaNova PLC executive Stephanie Bolton reported equity compensation activity involving restricted stock units (RSUs), performance stock units (PSUs), and ordinary shares. On March 30, 2026, she exercised vested RSUs and PSUs into ordinary shares of LivaNova PLC, consistent with the company’s incentive award plans.

These exercises delivered 17,815 ordinary shares, while 8,377 ordinary shares were withheld at $61.27 per share to satisfy tax obligations, leaving her with 22,189 ordinary shares held directly after the transactions. There were no open-market purchases or sales; the only disposition was tax withholding.

Bolton also received new equity awards on the same date, including 8,976 RSUs and several PSU grants that will vest based on future revenue growth, relative total shareholder return, and adjusted earnings per share performance through 2028–2029, subject to continued service and plan terms.

LivaNova PLC Chief Human Resources Officer Natalia Kozmina reported multiple equity compensation transactions. Vested restricted stock units were settled into 6,389 ordinary shares, with 1,374 shares withheld at $61.27 per share to cover tax liabilities.

She received new grants of 9,792 restricted stock units and three separate awards of 3,264 performance stock units each, tied to revenue growth, relative total shareholder return, and adjusted EPS performance for 2026–2028. Following these transactions, she directly holds 5,015 ordinary shares.

LivaNova PLC executive Franco Poletti, President of Cardiopulmonary, exercised 2,140 Stock Appreciation Rights that converted into the same number of ordinary shares at $57.60 per share. To cover the SAR base price and tax liabilities, 2,049 shares were withheld at $62.26 per share, leaving a net increase of 91 shares. Following these routine compensation-related transactions, Poletti holds 8,941 ordinary shares directly and 219 shares indirectly through his spouse. The F-code dispositions reflect share withholding for settlement and taxes, not open-market sales.

LivaNova PLC submitted a notice under Section 219 of the Iran Threat Reduction and Syria Human Rights Act and Section 13(r) that it made the required disclosure in its Annual Report on Form 10-K for the period ended December 31, 2025. The company states the disclosure appears in Part I, Item 1. Business of the Form 10-K.

The notice, dated February 25, 2026, is a formal attestation that the specified Iran/Syria-related disclosure was included in the filed annual report.