8-K: Current report filing
Published on January 26, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
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 |
||
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 2.02. Results of Operations and Financial Condition.
On January 26, 2023, we issued the press release furnished as Exhibit 99.1. The press release describes the results of our operations for the quarter ended December 31, 2022.
The information furnished in this Current Report on Form 8-K under Item 2.02 and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or 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 reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2023, our board of directors appointed Michael J. “Mick” Farrell as chair of our board of directors. Mick Farrell is our chief executive officer and a current director. The appointment was effective immediately.
Dr. Peter C. Farrell, our founder, who has served as chair of the board of directors since the company was founded in 1989, will continue as a director and as a non-officer employee of ResMed. In recognition of Dr. Farrell’s long and valuable service as chair, the board of directors appointed him to the new director position of chair emeritus, effective immediately.
Ron Taylor will continue to serve as our lead director.
There are no compensation changes in connection with any of these appointments.
On January 26, 2023, we issued the press release furnished as Exhibit 99.2. The press release announces the board position changes described above.
Item 8.01. Other Events.
On January 26, 2023, we announced that our board of directors declared a quarterly cash dividend of US $0.44 per share. The dividend will have a record date of February 9, 2023, payable on March 16, 2023. The dividend will be paid in U.S. currency to holders of ResMed’s common stock trading on the New York Stock Exchange. Holders of CHESS Depositary Instruments trading on the Australian Securities Exchange will receive an equivalent amount in Australian currency, based on the exchange rate on the record date, and reflecting the 10:1 ratio between CDIs and NYSE shares. The ex-dividend date will be February 8, 2023, for common stockholders and for CDI holders. ResMed has received a waiver from the ASX’s settlement operating rules, which will allow ResMed to defer processing conversions between its common stock and CDI registers from February 8, 2023, through February 9, 2023, inclusive.
-2-
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibits: |
Description of Document |
|
| 99.1 | Press Release dated January 26, 2023, regarding results of operations | |
| 99.2 | Press Release dated January 26, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL, document) | |
-3-
SIGNATURES
We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.
| Date: January 26, 2023 | RESMED INC. |
|||||
| (registrant) |
||||||
| By: | /s/ Brett Sandercock |
|||||
| Name: | Brett Sandercock | |||||
| Its: | Chief Financial Officer | |||||
-4-