Solventum Corp Files 8-K on Governance and Compensation
Ticker: SOLV · Form: 8-K · Filed: May 17, 2024 · CIK: 1964738
| Field | Detail |
|---|---|
| Company | Solventum Corp (SOLV) |
| Form Type | 8-K |
| Filed Date | May 17, 2024 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, compensation, corporate-action
TL;DR
Solventum's 8-K details exec changes & pay; governance update.
AI Summary
Solventum Corporation, formerly part of 3M Company, filed an 8-K on May 13, 2024, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing also includes financial statements and exhibits related to these corporate governance and compensation matters.
Why It Matters
This filing provides insight into the corporate structure and executive compensation of Solventum Corporation, a newly independent entity, which is crucial for investors to understand its operational framework.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure regarding governance and compensation, not indicating any immediate financial distress or significant operational risk.
Key Players & Entities
- Solventum Corporation (company) — Registrant
- 3M Company (company) — Former parent company
- May 13, 2024 (date) — Date of earliest event reported
FAQ
What specific corporate governance changes are detailed in this 8-K filing?
The filing indicates changes related to the departure of directors or certain officers, the election of directors, and the appointment of certain officers.
What type of compensatory arrangements are mentioned in the filing?
The filing refers to compensatory arrangements of certain officers, though specific details are not provided in the summary text.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on May 13, 2024.
What was Solventum Corporation's former name or affiliation?
Solventum Corporation was formerly part of 3M Company, with its former name being 3M Health Care Co.
What are the main items covered in this 8-K filing?
The main items covered are the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, and financial statements and exhibits.
Filing Stats: 1,011 words · 4 min read · ~3 pages · Grade level 15.2 · Accepted 2024-05-17 17:07:47
Key Financial Figures
- $0.01 — ich registered Common Stock, par value $0.01 per share SOLV New York Stock Exchange
Filing Documents
- solv-20240513.htm (8-K) — 41KB
- ex101-solv2024ltipxrsu.htm (EX-10.1) — 184KB
- ex102-solv2024ltiprsuxdire.htm (EX-10.2) — 56KB
- ex103-solv2024ltipxpsa.htm (EX-10.3) — 96KB
- 0001964738-24-000014.txt ( ) — 576KB
- solv-20240513.xsd (EX-101.SCH) — 2KB
- solv-20240513_lab.xml (EX-101.LAB) — 22KB
- solv-20240513_pre.xml (EX-101.PRE) — 13KB
- solv-20240513_htm.xml (XML) — 3KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 13, 2024, the Talent Committee (the "Committee") of the Board of Directors of Solventum Corporation (the "Company"), in connection with the award of restricted stock units ("RSUs") and performance shares ("PSUs") to certain executive officers and directors of the Company, approved new forms of restricted stock unit award agreements (the "RSU Award Agreements") and a form of performance share units agreement (the "PSU Award Agreement") under the Solventum 2024 Long-Term Incentive Plan, which forms are included as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K (the "Award Agreements"). The grant of RSUs and PSUs to the Company's Chief Executive Officer and Chief Financial Officer approved by the Committee are set forth in the table below. Name & Position Annual RSUs Annual PSUs Inducement/Make-Whole PSUs Bryan Hanson, Chief Executive Officer 102,946 102,946 253,406 Wayde McMillan Chief Financial Officer 28,509 28,509 79,190 Annual RSUs vest ratably on each of the first, second and third anniversaries of the grant date, subject to continued service on each vesting date and other terms and conditions of the applicable RSU Award Agreement. Generally, all unvested RSUs will be forfeited upon termination of employment; provided, however, that in the event of (i) retirement, the RSUs remain eligible to vest on the scheduled vesting date or (ii) death or disability, the RSUs fully vest as of the date of death or disability. In addition, RSUs fully vest in the event of the termination of a grantee's employment by the Company other than as a result of the grantee's misconduct (a "qualifying termination") or the grantee resigns for good reason, in either case, within eighteen (18) months following a change in control. Annual PSUs and Inducement/Make-Whole PSUs are each subjec
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1 Form of Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Award Agreement* 10.2 Form of Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Award Agreement For Non-Employee Directors* 10.3 Form of Solventum 2024 Long-Term Incentive Plan Performance Share Unit Award Agreement* * Management contract or compensatory plan or arrangement.
SIGNATURES
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. Date: May 17, 2024 SOLVENTUM CORPORATION By: /s/ Matthew Rice Matthew Rice Vice President, Associate General Counsel & Assistant Secretary