8-K: Current report filing
Published on August 16, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 15, 2024, ResMed Inc. appointed Christopher DelOrefice to serve on its board of directors, with a term expiring at ResMed’s 2024 annual meeting of stockholders on November 21, 2024, or until Mr. DelOrefice’s earlier death, disability, resignation or removal. Mr. DelOrefice, age 53, is the executive vice president and chief financial officer of Becton Dickinson and Company and has served in that role since September 2021. Previously, he served as Vice President, Investor Relations at Johnson & Johnson from August 2018 to September 2021 and Chief Financial Officer of North America Hospital Medical Devices, Johnson & Johnson from June 2017 to August 2018. Mr. DelOrefice will serve on ResMed’s audit committee.
Mr. DelOrefice was not selected to serve on ResMed’s board of directors under any arrangement or understanding between Mr. DelOrefice and any other person. ResMed is not aware of any transactions with Mr. DelOrefice that would require disclosure under Item 404(a) of Regulation S-K.
In accordance with ResMed’s customary practice, ResMed is entering into its standard form of indemnification agreement with Mr. DelOrefice, which will require ResMed to indemnify him against certain liabilities that may arise as result of his status or service as a director. The description of Mr. DelOrefice’s indemnification agreement is qualified in its entirety by the full text of ResMed’s standard form of indemnification agreement, which is incorporated here by reference to Exhibit 10.1 to ResMed’s current report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2009.
As a non-executive director, Mr. DelOrefice will participate in ResMed’s director compensation program on a pro rata basis, as described under the caption “Director Compensation—2023” in ResMed’s proxy statement filed with the Securities and Exchange Commission on October 5, 2023.
A copy of ResMed’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibits: |
Description of Document |
|
| 99.1 | Press Release dated August 15, 2024, regarding results of operations | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL, document) | |
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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: August 16, 2024 | RESMED INC. | |||||
| (registrant) | ||||||
| By: | /s/ Michael Rider |
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| Name: Michael Rider | ||||||
| Its: Secretary | ||||||
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