Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On July 24, 2026, the Board of Directors of Haemonetics Corporation (the “Company”) elected Martin Madaus as a director of the Company, effective immediately. Dr. Madaus currently serves as Senior Operating Executive at The Carlyle Group, where since 2019 he has advised on healthcare investments and portfolio company performance.
Dr. Madaus, who will stand for election by shareholders at the Company’s 2027 annual meeting of shareholders, is expected to be appointed to serve on the Audit Committee and the Governance and Compliance Committee of the Board of Directors. As a non-employee director of the Company, Dr. Madaus will receive compensation as described in the “Directors’ Compensation” section of the Company’s definitive proxy statement for the 2026 annual meeting of shareholders, with an annual equity award having an approximate value of $200,000. Dr. Madaus will also enter into the Company’s standard form of indemnification agreement, the form of which was previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2018.
A copy of the Company’s press release announcing the election of Dr. Madaus is filed as Exhibit 99.1 to this Current Report on Form 8-K.
(e)
As described in Item 5.07 below, on July 24, 2026, the shareholders of the Company approved an amendment and restatement of the Haemonetics Corporation Amended and Restated 2019 Long-Term Incentive Compensation Plan (the “Amended Plan”), which authorizes 4,680,000 additional shares for issuance under the Amended Plan, extends the term of the Amended Plan through 2036 and makes certain other technical, immaterial and conforming changes.
A description of the material terms and conditions of the Amended Plan is provided in Item 4 of the Company’s definitive proxy statement for the 2026 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on June 9, 2026 and is incorporated herein by reference.
The foregoing description of the Amended Plan is qualified in its entirety by reference to a full and complete copy of the Amended Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As described in Item 5.07 below, on July 24, 2026, the shareholders of the Company also approved an amendment and restatement of the Haemonetics Corporation Amended and Restated 2007 Employee Stock Purchase Plan (as amended, the “ESPP”), which extends the term of the ESPP through 2036 and makes certain other technical, immaterial and conforming changes. A description of the material terms and conditions of the ESPP is provided in Item 5 of the Company’s definitive proxy statement for the 2026 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on June 9, 2026 and is incorporated herein by reference.
The foregoing description of the ESPP is qualified in its entirety by reference to a full and complete copy of the ESPP, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 annual meeting of shareholders of Haemonetics Corporation (the “Company”) was held on Friday, July 24, 2026. Of the 45,445,983 shares outstanding and entitled to vote at the meeting, 42,051,106 shares were represented at the meeting, constituting a quorum of 92.53%.
The results of the votes for each proposal considered at the meeting are set forth below:
1. The shareholders elected each of Christopher A. Simon, Robert E. Abernathy, Diane M. Bryant, Michael J.
Coyle, Lloyd E. Johnson, Mark W. Kroll, Claire Pomeroy and Ellen M. Zane as directors for one-year terms expiring in 2027 based upon the following votes:
Nominees For Withhold Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────
Christopher A. Simon 39,671,163 164,476 2,215,467
Robert E. Abernathy 39,223,620 612,019 2,215,467
Diane M. Bryant 39,702,050 133,589 2,215,467
Michael J. Coyle 39,633,794 201,845 2,215,467
Lloyd E. Johnson 39,241,021 594,618 2,215,467
Mark W. Kroll 39,232,256 603,383 2,215,467
Claire Pomeroy 39,624,390 211,249 2,215,467
Ellen M. Zane 38,813,643 1,021,996 2,215,467
2. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers based upon the following votes:
For Against Abstain Broker Non-Votes
──────────────────────────────────────────────────────────────
39,212,253 572,620 50,766 2,215,467
3. The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 3, 2027 based upon the following votes:
For Against Abstain
────────────────────────────────────────
41,321,226 716,413 13,467
4. The shareholders approved a proposal to adopt an amendment and restatement of the Haemonetics Corporation Amended and Restated 2019 Long-Term Incentive Compensation Plan based upon the following votes:
For Against Abstain Broker Non-Votes
────────────────────────────────────────────────────────────────
37,730,923 2,055,726 48,989 2,215,468
5. The shareholders approved a proposal to adopt an amendment and restatement of the Haemonetics Corporation Amended and Restated 2007 Employee Stock Purchase Plan based upon the following votes:
For Against Abstain Broker Non-Votes
──────────────────────────────────────────────────────────────
39,766,894 27,909 40,835 2,215,468