Teleflex Announces New Equity Incentive Plan

TL;DR

Teleflex is launching a new stock incentive plan to reward employees and directors, pending shareholder approval.

AI Summary

Teleflex Incorporated announced on May 3, 2024, that its Board of Directors has approved a new equity incentive plan, the 2024 Equity Incentive Plan, which will become effective upon shareholder approval. The plan allows for the grant of stock options, restricted stock units, and other equity-based awards to employees and directors, with a total of 3,500,000 shares reserved for issuance.

Why It Matters

This plan aims to attract and retain key talent by aligning employee interests with shareholder value through equity awards.

Risk Assessment

Risk Level: low — The filing is a routine announcement of a new equity incentive plan, which is standard corporate practice and does not indicate immediate financial distress or significant operational changes.

Key Numbers

• 3,500,000 — Shares Reserved (Total shares available for issuance under the 2024 Equity Incentive Plan.)

Key Players & Entities

• Teleflex Incorporated (company) — Registrant
• 2024 Equity Incentive Plan (plan) — New equity incentive plan
• 3,500,000 (dollar_amount) — Shares reserved for issuance under the plan
• May 3, 2024 (date) — Date of Board approval

FAQ

Key Financial Figures

• $1 — ich registered Common Stock, par value $1 per share TFX New York Stock Exchange
• $421,500 — an increase in annual base salary from $421,500 to $474,181, effective as of June 1, 20
• $474,181 — in annual base salary from $421,500 to $474,181, effective as of June 1, 2024, and the
• $200,000 — awards with an aggregate grant value of $200,000. The awards will be granted in June 202

Filing Documents

• tfx-20240503.htm (8-K) — 46KB
• 0000096943-24-000078.txt ( ) — 169KB
• tfx-20240503.xsd (EX-101.SCH) — 2KB
• tfx-20240503_lab.xml (EX-101.LAB) — 21KB
• tfx-20240503_pre.xml (EX-101.PRE) — 12KB
• tfx-20240503_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. (a) The Company held its 2024 annual meeting of stockholders on May 3, 2024 (the "2024 Annual Meeting"). At the 2024 Annual Meeting, the Company's stockholders voted on: the election of six directors of the Company to serve for a term of one year or until their successors have been duly elected and qualified; the approval, on an advisory basis, of the compensation of the Company's named executive officers; the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024; and a stockholder proposal to reduce the ownership threshold to call a special stockholder meeting. (b) The final voting results with respect to each proposal are set forth below. 1. Election of Directors Name For Against Abstain Broker Non-Votes Candace H. Duncan 41,000,308 696,223 38,492 1,429,976 Gretchen R. Haggerty 41,265,405 423,209 46,409 1,429,976 Liam J. Kelly 39,554,387 2,132,972 47,664 1,429,976 Stephen K. Klasko 37,029,095 4,662,684 43,244 1,429,976 Stuart A. Randle 38,344,111 3,350,233 40,679 1,429,976 Jaewon Ryu 40,934,919 760,124 39,979 1,429,976 2. Advisory Vote on Compensation of Named Executive Officers For Against Abstain Broker Non-Votes 39,080,267 2,595,538 59,218 1,429,976 3. Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstain Broker Non-Votes 41,687,792 1,465,321 11,886 0 4. Stockholder Proposal to Reduce the Ownership Threshold to Call a Special Stockholder Meeting For Against Abstain Broker Non-Votes 16,250,382 25,426,784 57,856 1,429,976

01. Other Events

Item 8.01. Other Events. On May 7, 2024, Liam J. Kelly, Chairman, President and Chief Executive Officer of the Company, entered into a stock trading plan (the "Plan") in accordance with Rule 10b51 under the Securities Exchange Act of 1934, as amended. Under Rule 10b51, directors, officers and other employees who are not in possession of material nonpublic information may adopt prearranged plans or contracts for the sale of Company securities under specified conditions and at specified times. These prearranged trades can then be executed at a later date, as spelled out in the plan, without further action by the director, officer or other employee and without regard to any subsequent material nonpublic information the individual might have received. The Plan provides for the sale of up to a total of 36,464 shares of the Company's common stock that are to be acquired through the exercise of stock options currently held by Mr. Kelly, which are scheduled to expire in 2025. The total number of shares that may be sold under the Plan represents approximately 9% of Mr. Kelly's current total holdings of the Company's common stock, which include, for purposes of this computation, direct shares and shares underlying unvested restricted stock units and vested and unvested options to purchase the Company's common stock. Sales under the Plan are scheduled to take place in two tranches, with the first occurring in November 2024 and the second occurring in December 2024. Any shares that are sold under the Plan will be sold on the open market, subject to minimum price thresholds specified in the Plan. If any shares remain unsold following the scheduled sale dates because the minimum price threshold was not available, the shares may be sold thereafter through January 2025, subject to a specified minimum price threshold. The Company does not undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any modifications or te

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