Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2021, the Board of Directors (the “Board”) of ABIOMED, Inc. (the
“Company”) appointed Paula A. Johnson as a Class III director, effective
immediately. Dr. Johnson will serve for a term expiring at the Company’s 2022
annual meeting of stockholders. The Board also appointed Dr. Johnson to the
Governance and Nominating Committee of the Board. In connection with Dr.
Johnson’s appointment, the Board resolved to increase the size of the Board from
eight to nine directors.
In connection with her service as a non-employee director, Dr. Johnson will
receive compensation in accordance with the Company’s current director
compensation program as described in the Company’s most recent definitive proxy
statement filed with the Securities and Exchange Commission on June 30, 2020.
There are no arrangements or understandings between Dr. Johnson and any other
person pursuant to which Dr. Johnson was elected as a director. There are no
transactions involving Dr. Johnson requiring disclosure under Item 404(a) of
Item 7.01 Regulation FD Disclosure.
On April 28, 2021, the Company issued a press release announcing the appointment
of Dr. Johnson to the Board. A copy of the press release is attached as Exhibit
The information contained in Item 7.01 of this Current Report on Form 8-K shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 99.1 Press release dated April 28, 2021 (furnished herewith). 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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