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): June 27, 2019
GLOBUS MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-35621 (Commission File Number) | 04-3744954 (I.R.S. Employer Identification No.) |
2560 General Armistead Avenue, Audubon, PA 19403 |
(Address of Principal Executive Offices) (Zip Code) |
Registrant's telephone number, including area code: (610) 930-1800
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 | Name of each exchange on which registered |
Class A Common Stock, par value $.001 per share | GMED | 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
(c)
On June 27, 2019, Globus Medical, Inc. (the “Company”) announced the appointment of Keith W. Pfeil to serve as Senior Vice President, Chief Financial Officer of the Company, effective upon commencement of his employment with the Company on August 19, 2019. Mr. Pfeil will also serve as the Company’s principal financial officer and principal accounting officer. Daniel T. Scavilla will continue to serve as the Company’s Chief Financial Officer until August 19, 2019, after which he will serve as the Company’s Executive Vice President, Chief Commercial Officer. As of August 19, 2019, Steven M. Payne will no longer serve as the Company’s principal accounting officer and will continue in his role as the Company’s Vice President and Controller.
Mr. Pfeil joins the Company after almost 16 years at CSS Industries, a publicly traded consumer products company, in which he served in a number of financial leadership roles, most recently as Executive Vice President and Chief Financial Officer. Mr. Pfeil’s financial leadership experience includes experience with financial planning and analysis, internal audit and investor relations. Prior to CSS Industries, Mr. Pfeil worked in the transaction advisory practice of Ernst and Young LLP, and prior to that he worked in the assurance practices of KPMG LLP and Arthur Andersen LLP. Mr. Pfeil holds an Executive Masters of Business Administration from Saint Joseph’s University and a Bachelor of Science in accounting from Elizabethtown College.
Mr. Pfeil’s base salary will be $330,000 per year. Mr. Pfeil’s target bonus amount will be $200,000 under the Company’s non-equity incentive compensation program, which will be $100,000 for the 2019 fiscal year. In addition, Mr. Pfeil will be eligible to receive a stock option grant to purchase 40,000 shares of Class A Common Stock pursuant to the Company’s 2012 Equity Compensation Plan, contingent upon approval by the Compensation Committee of the Board of Directors. Mr. Pfeil will be eligible for reimbursement of relocation expenses of up to $50,000 in accordance with the Company’s relocation policy, which Mr. Pfeil must repay if he resigns or is terminated for cause within twenty-four (24) months from his start date.
There is no arrangement or understanding between Mr. Pfeil and any other persons pursuant to which Mr. Pfeil was appointed Chief Financial Officer. Mr. Pfeil does not have any family relationship with any director or other executive officer of the Company. There are no relationships between Mr. Pfeil and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K
A copy of our press release announcing Mr. Pfeil’s appointment as Chief Financial Officer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description |
99.1 | |
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.
GLOBUS MEDICAL, INC. | ||
(Registrant) | ||
Dated: | June 27, 2019 | /s/ DANIEL T. SCAVILLA |
Daniel T. Scavilla | ||
Executive Vice President, | ||
Chief Financial Officer | ||
Chief Commercial Officer | ||
Globus Medical Appoints Keith Pfeil as Senior Vice President and CFO
AUDUBON, PA: June 27, 2019: Globus Medical, Inc. (NYSE: GMED), a leading musculoskeletal solutions company, today announced the appointment of Keith W. Pfeil as its Senior Vice President and Chief Financial Officer effective August 19, 2019.
Mr. Pfeil joins Globus Medical after almost 16 years at CSS Industries, a publicly traded consumer products company, in which he served in a number of financial leadership roles, most recently as Executive Vice President and Chief Financial Officer. Mr. Pfeil’s financial leadership experience includes experience with Financial Planning and Analysis, Internal Audit and Investor Relations. Prior to CSS Industries, Mr. Pfeil worked in the transaction advisory practice of Ernst and Young LLP, and prior to that he worked in the assurance practices of KPMG LLP and Arthur Andersen LLP. Mr. Pfeil holds an Executive Masters of Business Administration from Saint Joseph’s University and a Bachelor of Science in accounting from Elizabethtown College.
“We are delighted to have Keith join our senior team. He’s an accomplished executive with strong track record of sound financial leadership, bringing efficiency to operations and corporate value creation”, stated Dave Demski, President and CEO. “We believe Keith will be a valuable addition to our executive management team and will help support our growth as Globus Medical becomes a larger player in the musculoskeletal market.”
About Globus Medical, Inc.
Globus Medical, Inc. is a leading musculoskeletal solutions company based in Audubon, PA. The company was founded in 2003 by an experienced team of professionals with a shared vision to create products that enable surgeons to promote healing in patients with musculoskeletal disorders. Additional information can be accessed at http://www.globusmedical.com.
Safe Harbor Statements
All statements included in this press release other than statements of historical fact are forward-looking statements and may be identified by their use of words such as “believe,” “may,” “might,” “could,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and other similar terms. These forward-looking statements are based on our current assumptions, expectations and estimates of future events and trends. Forward-looking statements are only predictions and are subject to many risks, uncertainties and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted. These risks and uncertainties include, but are not limited to, factors affecting our quarterly results, our ability to manage our growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with changing laws and regulations that are applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, general economic conditions, and other risks. For a discussion of these and other risks, uncertainties and other factors that could affect our results, you should refer to the disclosure contained in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission, including the sections labeled “Risk Factors” and “Cautionary Note Concerning Forward-Looking Statements,” and in our Forms 10-Q, Forms 8-K and other filings with the Securities and Exchange Commission. These documents are available at www.sec.gov. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.
Contact:
Brian Kearns
Senior Vice President, Business Development and Investor Relations
Phone: (610) 930-1800
Email: investors@globusmedical.com
www.globusmedical.com