RMD 8-K Current Reports

Leadership ChangesFinancial EventsRegulation FD+1

ResMed 8-K Report, Financial Results (Oct 29, 2026)

Resmed Inc. (NYSE: RMD, ASX: RMD) reported results for its first quarter of fiscal year 2027, the quarter ended September 30, 2026, in an press release furnished as Exhibit 99.1. Revenue rose 6% to $1.415 billion (7% on a core constant currency basis). GAAP diluted EPS was $2.92, up 23% from $2.37, and non-GAAP diluted EPS was $2.91, up 14% from $2.55. GAAP net income was $418.4 million versus $348.5 million a year earlier. Operating cash flow was $422 million and free cash flow was $374 million. The company returned more than $1.0 billion to shareholders through share repurchases and dividends during the quarter, with treasury stock purchases of $936.4 million, and completed the divestiture of the MatrixCare business. Revenue growth was led by Americas Sleep and Breathing Health (up 7% core constant currency) and Rest of World Sleep and Breathing Health (up 8%), while Residential Care Software rose 5% on a core constant currency basis. Non-GAAP gross margin expanded 50 basis points to 62.5%. Fiscal 2027 guidance was reaffirmed, with core constant currency revenue growth of 5% to 7%, reported revenue of $5.75 to $5.85 billion, and non-GAAP diluted EPS of $12.00 to $12.25, all unchanged from the August 6, 2026 guidance. The board declared a quarterly cash dividend of $0.66 per share, payable December 17, 2026 to holders of record on November 12, 2026, with an ex-dividend date of November 11, 2026. The company also announced that Carol Burt will become Lead Director effective November 15, 2026, following the planned retirement of Ron Taylor.

Oct 29, 2026 8-K

Other Events

ResMed 8-K Report, Corporate Update (Sep 1, 2026)

ResMed Inc. disclosed in this Form 8-K, dated September 1, 2026, that on August 31, 2026 it entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase $450.0 million of its common stock. The repurchase is being made under a share repurchase authorization for an aggregate of 20,000,000 shares approved by the board of directors in February 2014. The company intends to fund the transaction with proceeds from the sale of its MatrixCare business and cash on hand. Under the agreement, ResMed will pay Citibank $450.0 million on September 3, 2026, and expects to receive on the same day an initial delivery of shares equal to 80% of $450.0 million divided by the closing price on September 2, 2026. The final share count will be based on the average daily volume weighted average price of the common stock over the term of the agreement, less a discount and subject to adjustments. At settlement, Citibank may deliver additional shares, or in certain circumstances ResMed may deliver shares or make a cash payment at its election. Final settlement is scheduled for December 2026, though Citibank may elect to complete it earlier. The filing states that this ASR transaction was contemplated in the fiscal year 2027 guidance the company issued during its Q4 FY26 earnings call on August 6, 2026.

Sep 1, 2026 8-K

ResMed 8-K Report, Auditor Change (Aug 17, 2026)

ResMed Inc. (NYSE: RMD) filed this Current Report on Form 8-K dated August 17, 2026, disclosing two governance and accounting changes. First, under Item 4.01, the company dismissed KPMG LLP as its independent registered public accounting firm effective August 13, 2026, and appointed PricewaterhouseCoopers LLP as its new auditor, subject to completion of PwC's standard client acceptance procedures, for the fiscal year ending June 30, 2027. The filing states that KPMG's reports on the fiscal 2026 and 2025 consolidated financial statements contained no adverse opinion or disclaimer and were not qualified or modified, and that there were no disagreements or reportable events during the relevant periods. KPMG's letter to the SEC is referenced as Exhibit 16.1. Second, under Item 5.02, director Ronald Taylor informed the Board on August 13, 2026 that he will not stand for election at the 2026 Annual Meeting, expected to be held November 18, 2026, and will retire from the Board at that time. The filing states his decision is not due to any disagreement with the company on its operations, policies or practices. The Board appointed Carol Burt, who chairs the Nominating and Governance Committee, as lead director effective November 15, 2026. Per the attached press release (Exhibit 99.1), Taylor joined the Board in 2005 and had served as Lead Director since 2013. The filing describes a competitive review process by the Audit Committee for selecting the new auditor. It does not state a reason for the auditor change beyond that review, and it contains no financial results or operating figures.

Aug 17, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

ResMed 8-K Report, Financial Results (Aug 6, 2026)

Resmed Inc. reported results for its fourth quarter and fiscal year ended June 30, 2026, in a press release furnished as Exhibit 99.1. Fourth-quarter revenue rose 9% to $1,464 million (8% in constant currency), and GAAP diluted earnings per share increased 2% to $2.64. Non-GAAP diluted earnings per share rose 16% to $2.95. For the full fiscal year, revenue increased 10% to $5,653 million, GAAP diluted EPS was $10.43, and non-GAAP diluted EPS was $11.17, an increase of 17%. Operating cash flow for the year was $1,806 million and free cash flow was $1,650 million. Fourth-quarter GAAP gross margin fell 200 basis points to 58.8%, reflecting $41.9 million of Astral field safety notification expenses, which the company excludes from its non-GAAP measures. GAAP income from operations declined 1% to $449 million, while non-GAAP income from operations rose 8% to $515 million. Fourth-quarter free cash flow decreased 21% to $404 million. The board declared a quarterly cash dividend of $0.66 per share, a 10% increase over the prior quarterly dividend, with a record date of August 20, 2026 and payment on September 24, 2026. The company also disclosed an agreement to sell its MatrixCare business, expected to close in the first quarter of fiscal 2027, and the completed acquisition of Noctrix Health. For fiscal 2027, the company is guiding to more than $1.85 billion in capital returned to shareholders through share repurchases and dividends.

Aug 6, 2026 8-K

ResMed 8-K Report, Financial Results (Jul 7, 2026)

ResMed Inc. (NYSE: RMD) reported in an Item 2.02 Form 8-K filed July 7, 2026 that on June 30, 2026 it entered into a definitive agreement to sell its MatrixCare business to Frazier Healthcare Partners, a private equity firm focused exclusively on healthcare, for $490 million in cash, subject to certain closing adjustments. The transaction is expected to close during the first quarter of fiscal year 2027, subject to required regulatory approvals and customary closing conditions. Resmed intends to use the net proceeds to return capital to shareholders, including through an accelerated share repurchase (ASR) program, and for general corporate purposes. According to the filing, MatrixCare represented approximately $220 million of revenue and approximately $55 million of non-GAAP operating profit based on preliminary full fiscal year 2026 results. Resmed expects transition services agreements to largely offset first-year post-closing stranded costs and intends to mitigate remaining stranded costs over time. The company also said its recently completed Noctrix acquisition is expected to contribute approximately $30 million of revenue and reduce non-GAAP diluted EPS by approximately $0.20 in fiscal year 2027. Resmed continues to expect its Residential Care Software (RCS) segment to accelerate to high single digit percentage year-over-year revenue growth, along with operating leverage, in fiscal 2027. It reiterated its fiscal 2026 outlook for non-GAAP gross margin, non-GAAP SG&A and R&D as a percentage of revenue, and non-GAAP tax rate, along with its fourth-quarter fiscal 2026 outlook for net interest income and planned share repurchases. Full fiscal 2027 guidance will be provided on the fourth-quarter fiscal 2026 earnings call on August 6, 2026.

Jul 7, 2026 8-K

ResMed 8-K Report, Financial Results (Apr 30, 2026)

ResMed Inc. (NYSE: RMD, ASX: RMD) furnished an 8-K on April 30, 2026 reporting results for its third quarter of fiscal year 2026, the quarter ended March 31, 2026. Revenue rose 11% to $1,431.4 million (up 8% on a constant currency basis). GAAP gross margin was 62.2%, up 290 basis points from 59.3%, and GAAP income from operations rose 17% to $499.8 million. GAAP diluted earnings per share were $2.74 versus $2.48 a year earlier, and non-GAAP diluted EPS were $2.86 versus $2.37, a 21% increase. Operating cash flow for the quarter was $554.1 million, and the company paid $87.2 million in dividends and repurchased 673,000 shares for $175.0 million. By segment, Total Sleep and Breathing Health revenue grew 11% to $1,260.5 million, while Residential Care Software revenue grew 6% to $170.9 million (4% on a constant currency basis). SG&A rose 16% on a GAAP basis, partly reflecting additional expenses from the VirtuOx acquisition and $5.9 million of acquisition and portfolio review related expenses tied to evaluating strategic transactions. The board declared a quarterly cash dividend of $0.60 per share, with a record date of May 14, 2026, an ex-dividend date of May 13, 2026, and payment on June 18, 2026. The filing also notes a new distribution center in Greenwood, Indiana, scheduled to begin operations in 2027.

Apr 30, 2026 8-K

ResMed 8-K Report, Executive Changes (Apr 30, 2026)

ResMed Inc. announced on April 30, 2026 that Chief Financial Officer Brett Sandercock will retire from his roles as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. He will remain CFO until May 4, 2026, then serve as Special Advisor to Chairman and CEO Mick Farrell through December 31, 2026, and continue in a consulting role from January 1, 2027 through December 31, 2027. The filing states his retirement did not result from any disagreement with the Company on operations, policies, or practices. He will keep his current salary, benefits and long-term equity vesting, and remain eligible for a six-month, pro-rata payment of his fiscal year 2027 short-term incentive. Aaron Bloomer, age 40, was appointed Chief Financial Officer effective May 4, 2026, serving as Principal Financial Officer and Principal Accounting Officer. He most recently was Executive Vice President and CFO of Exact Sciences Corporation and previously held senior finance roles at Baxter International and 3M. His compensation includes an annual base salary of $725,000, a $150,000 sign-on bonus subject to repayment if he leaves voluntarily within 24 months, an annual short-term incentive target of 80% of base salary (pro-rated for fiscal year 2026), a long-term performance equity grant of $3,300,000 on joining, relocation assistance to San Diego, and an additional $3,300,000 equity grant eligible in November 2026 for fiscal year 2027, subject to committee approval. The press release (Exhibit 99.1) states that ResMed reported third quarter fiscal year 2026 results the same day and reiterated its fiscal year 2026 outlook, including gross margin of 62-63%, SG&A expenses of 19-20%, R&D expenses of 6-7%, and an effective tax rate of 21-23%.

Apr 30, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

ResMed 8-K Report, Financial Results (Jan 29, 2026)

ResMed Inc. reported results for the second quarter of fiscal year 2026, the quarter ended December 31, 2025, in Exhibit 99.1 furnished with this 8-K. Revenue rose 11% to $1,422.8 million (up 9% on a constant currency basis), compared with $1,282.1 million a year earlier. Gross margin was 61.8%, up 320 basis points, and non-GAAP gross margin was 62.3%, up 310 basis points, driven by manufacturing and logistics efficiencies and component cost improvements. Income from operations increased 18% to $491.7 million, and non-GAAP income from operations increased 19% to $517.2 million. Net income was $392.6 million, with diluted earnings per share of $2.68 (non-GAAP diluted EPS of $2.81). Operating cash flow for the quarter was $339.7 million. SG&A expenses rose 15% to $278.4 million, or 19.6% of revenue versus 18.8% a year earlier, mainly due to VirtuOx acquisition costs, employee costs, and marketing and technology investments. The company recorded $5.9 million of restructuring expenses tied to workforce planning undertaken in the first quarter. Cash and cash equivalents were $1,417.1 million at December 31, 2025, while short-term debt rose to $259.9 million from $9.9 million at June 30, 2025, and long-term debt fell to $403.9 million from $658.4 million. During the quarter the company paid $87.6 million in dividends and repurchased 704,000 shares for $175.0 million. Separately, the board declared a quarterly cash dividend of $0.60 per share, with a record date of February 12, 2026, payable March 19, 2026, and an ex-dividend date of February 11, 2026 for common stockholders and CDI holders.

Jan 29, 2026 8-K

ResMed 8-K Report, Executive Changes (Nov 20, 2025)

ResMed Inc. (RMD) filed this Form 8-K reporting results of its 2025 annual meeting of stockholders held on November 19, 2025, along with governance changes. Richard Sulpizio did not seek re-election, and his term expired at the conclusion of the meeting, creating a board vacancy. The board approved reducing the number of directors from twelve to eleven. Stockholders elected the eleven nominees, ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, approved on an advisory basis the compensation of named executive officers, and approved the amendment and restatement of the 2009 Incentive Award Plan and the 2018 Employee Stock Purchase Plan. The 2009 Plan Amendment increases the shares reserved for issuance by 2,400,000, eliminates the plan's fixed term, and authorizes incentive stock options. The ESPP Amendment increases the shares that may be issued by 3,000,000, eliminates the fixed term, and provides for options intended to be tax qualified under Section 423 of the Internal Revenue Code. Both amendments were adopted by the board on August 15, 2025, subject to stockholder approval, and became effective upon approval. Voting results show broad support for the slate and proposals. Each director received between 98.9 million and 109.4 million votes for, with against votes ranging from 135,377 to 10,615,305 depending on the nominee. The say-on-pay proposal received 98,435,762 votes for and 11,004,916 against, and the 2009 Plan Amendment received 104,708,816 votes for and 4,739,662 against.

Nov 20, 2025 8-K

ResMed 8-K Report, Financial Results (Oct 30, 2025)

ResMed Inc. reported results for its first quarter of fiscal year 2026, the quarter ended September 30, 2025. Revenue rose 9% to $1.3 billion ($1,335.6 million, up from $1,224.5 million), or 8% on a constant currency basis. GAAP gross margin expanded 290 basis points to 61.5%, and non-GAAP gross margin rose 280 basis points to 62.0%, which the company attributed to manufacturing and logistics efficiencies and component cost improvements. Income from operations increased 15% to $446.5 million, while non-GAAP income from operations rose 19% to $482.1 million. GAAP diluted earnings per share were $2.37 and non-GAAP diluted EPS were $2.55, up 16% year over year. Operating cash flow was $457.3 million, and the company paid $87.8 million in dividends and repurchased 523,000 shares for $150 million during the quarter. Cash and cash equivalents increased to $1.38 billion at September 30, 2025, from $1.21 billion at June 30, 2025. Short-term debt rose to $259.9 million from $9.9 million, while long-term debt fell to $408.7 million from $658.4 million. The company recorded $16 million of restructuring charges tied to workforce planning aligned with its 2030 strategic priorities. The board declared a quarterly cash dividend of $0.60 per share, with a record date of November 13, 2025, an ex-dividend date of November 12, 2025, and payment on December 18, 2025. The filing also furnishes a press release announcing the quarterly results and notes board changes, including the election of Nicole Mowad-Nassar effective August 15, 2025, and the upcoming retirement of Rich Sulpizio at the November 19, 2025 Annual Meeting.

Oct 30, 2025 8-K

ResMed 8-K Report, Executive Changes (Aug 18, 2025)

ResMed Inc. (NYSE: RMD) filed this Form 8-K on August 18, 2025 to report two board changes. On August 15, 2025, the company elected Nicole Mowad-Nassar to its board of directors effective immediately, with an initial term expiring at the 2025 annual meeting of stockholders on November 19, 2025. Ms. Mowad-Nassar is Senior Vice President of AbbVie Inc. and President of its specialty and U.S. therapeutics operations, and she will serve on the Compensation and Leadership Development Committee. She will receive compensation under the company's non-executive director program on a pro rata basis, and the board approved an increase in the fiscal 2026 cash retainer to $75,000. The filing also discloses that director Richard Sulpizio, a board member since 2005, will not stand for election in November 2025 and will retire from the board at the 2025 annual meeting. The company states that his decision is not due to any disagreement with ResMed on its operations, policies or practices. The accompanying press release, furnished as Exhibit 99.1, is described in the filing as a press release dated August 18, 2025 regarding results of operations. For investors, the changes are governance-related and do not include any financial figures beyond the director retainer amount. The filing adds a new director with pharmaceutical commercial and digital health experience and states that Mr. Sulpizio's departure is amicable.

Aug 18, 2025 8-K

Leadership Changes

ResMed 8-K Report, Executive Changes (Aug 1, 2025)

ResMed Inc. filed a Current Report on Form 8-K under Item 5.02(b), disclosing a senior executive departure. The filing states that on July 28, 2025, Bobby Ghoshal, the company's chief commercial officer for its residential care software business ("RCS"), notified ResMed that he intends to resign effective August 1, 2025. The filing says Mr. Ghoshal is leaving to pursue an opportunity as chief operating officer of a software company in an industry that is not competitive with ResMed's. The filing does not name a successor or describe any transition arrangements. The report was signed on July 31, 2025 by Brett Sandercock, Chief Financial Officer. The filing contains no financial results or other financial data.

Aug 1, 2025 8-K

ResMed 8-K Report, Financial Results (Jul 31, 2025)

ResMed Inc. (NYSE: RMD, ASX: RMD) reported results for the fourth quarter and fiscal year ended June 30, 2025, in a press release furnished as Exhibit 99.1. Fourth-quarter revenue rose 10% to $1,348.0 million (up 9% on a constant currency basis), and gross margin improved 230 basis points to 60.8%. GAAP income from operations increased 19% to $454.5 million, and diluted EPS was $2.58, up 30%, while non-GAAP diluted EPS was $2.55, up 23%. Operating cash flow for the quarter was $538.8 million. For the full fiscal year, revenue increased 10% to $5,146.3 million, and GAAP income from operations rose 28% to $1,685.4 million. GAAP diluted EPS was $9.51 and non-GAAP diluted EPS was $9.55. Operating cash flow was $1.75 billion, and cash and cash equivalents closed the year at $1,209.5 million, up from $238.4 million a year earlier. The company also reported that it paid $78 million in dividends and repurchased 419,000 shares for $100 million during the quarter. The board declared a quarterly cash dividend of $0.60 per share, a 13% increase, with a record date of August 14, 2025, payable September 18, 2025, and an ex-dividend date of August 13, 2025. The company also announced its pending acquisition of VirtuOx, an independent diagnostic testing facility for sleep, respiratory, and cardiac conditions.

Jul 31, 2025 8-K

ResMed 8-K Report, Financial Results (Apr 23, 2025)

ResMed Inc. reported results for its third quarter of fiscal year 2025, the quarter ended March 31, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue rose 8% to $1.3 billion ($1,291.7 million, up 9% on a constant currency basis). Gross margin improved 140 basis points to 59.3%, and income from operations increased 14% to $426.3 million. Diluted earnings per share were $2.48, and non-GAAP diluted earnings per share were $2.37, up 11%. Net income was $365.0 million. Cash generation was strong, with operating cash flow of $579 million. That figure includes $107 million in IRS tax refunds, and excluding those refunds operating cash flow was $471 million. During the quarter the company paid $78 million in dividends and repurchased 314,000 shares for $75 million. Cash and cash equivalents were $932.7 million at March 31, 2025, up from $238.4 million at June 30, 2024. The filing also announces a quarterly cash dividend of $0.53 per share, with a record date of May 8, 2025, payable June 12, 2025, and an ex-dividend date of May 7, 2025. Holders of CHESS Depositary Instruments on the Australian Securities Exchange will receive an equivalent amount in Australian currency.

Apr 23, 2025 8-K

ResMed 8-K Report, Financial Results (Jan 30, 2025)

ResMed Inc. filed this Form 8-K on January 30, 2025 to furnish its press release reporting results for the second quarter of fiscal year 2025, the quarter ended December 31, 2024, and to announce a quarterly cash dividend. Revenue rose 10% to $1,282.1 million, and gross margin improved 300 basis points to 58.6%, with non-GAAP gross margin up 230 basis points to 59.2%. GAAP income from operations increased 52% to $417.2 million, which the company attributes partly to the prior year including $64.2 million of restructuring-related charges. Non-GAAP income from operations rose 19% to $435.9 million. Net income was $344.6 million, or $2.34 per diluted share, compared with $1.42 a year earlier. Non-GAAP diluted earnings per share were $2.43, up 29%. Operating cash flow for the quarter was $308.6 million. During the quarter the company paid $78 million in dividends and repurchased 307,000 shares for $75 million. Cash and cash equivalents were $521.9 million at December 31, 2024, up from $238.4 million at June 30, 2024. Separately, the board declared a quarterly cash dividend of $0.53 per share, with a record date of February 13, 2025 and payment on March 20, 2025. The ex-dividend date is February 12, 2025. The company also cited continued growth in its Residential Care Software business, up 8% on a constant currency basis, and management's view that consumer wearables tracking sleep and GLP-1 therapy use could drive increased patient flow.

Jan 30, 2025 8-K

ResMed 8-K Report, Shareholder Vote Results (Nov 21, 2024)

ResMed Inc. filed this Current Report on Form 8-K dated November 21, 2024, to report the results of matters submitted to a vote of security holders at its annual meeting of stockholders held on November 20, 2024. The filing covers Item 5.07 only and contains no financial results, guidance, or operating metrics. Stockholders took three actions. They elected eleven nominees to the board of directors, each to serve until the 2025 annual meeting and until their successors are elected and qualified. They ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025. They also approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement. Vote tallies show broad support for most nominees and for the auditor ratification. Richard Sulpizio drew the most opposition among the directors, with 88,007,747 votes for and 22,003,356 against. Ronald Taylor received 95,465,730 for and 14,705,330 against, and Karen Drexler received 101,135,602 for and 9,042,745 against. On say-on-pay, 92,885,004 votes were cast for and 17,284,647 against, with 87,620 abstentions and 4,969,328 broker non-votes. The filing was signed by Michael Rider, Chief Legal Officer, Global General Counsel and Secretary.

Nov 21, 2024 8-K

ResMed 8-K Report, Financial Results (Oct 24, 2024)

ResMed Inc. reported results for its first quarter of fiscal year 2025, the quarter ended September 30, 2024. Revenue rose 11% to $1,224.5 million ($1.2 billion), up 11% on a constant currency basis. Gross margin improved 420 basis points to 58.6%, and non-GAAP gross margin improved 320 basis points to 59.2%. Income from operations increased 34% to $387.3 million, and non-GAAP income from operations rose 27% to $406.4 million. Net income was $311.4 million, or diluted earnings per share of $2.11, compared with $1.49 a year earlier. Non-GAAP diluted earnings per share was $2.20, up 34%. Operating cash flow was $325.5 million, compared with $286.3 million in the prior-year quarter. During the quarter, ResMed paid $78 million in dividends and repurchased 222,000 shares for $50 million. Cash and cash equivalents rose to $426.4 million at September 30, 2024, from $238.4 million at June 30, 2024. Long-term debt fell to $667.6 million from $697.3 million. The company also announced a quarterly cash dividend of $0.53 per share, with a record date of November 7, 2024, payable December 12, 2024, and an ex-dividend date of November 6, 2024. Management highlighted the 2030 strategy unveiled at its 2024 Investor Day, the renaming of its reporting units to Sleep and Breathing Health and Residential Care Software, and the upcoming launch of the AirTouch N30i fabric mask.

Oct 24, 2024 8-K

ResMed 8-K Report, Executive Changes (Aug 16, 2024)

ResMed Inc. filed a Form 8-K dated August 16, 2024 reporting that its board of directors was expanded to 11 members and that Christopher DelOrefice was elected to the board effective immediately, on August 15, 2024. DelOrefice, age 53, is executive vice president and chief financial officer of Becton Dickinson and Company, a role he has held since September 2021. He was also appointed to the board's audit committee. His term runs until ResMed's 2024 annual meeting of stockholders on November 21, 2024, and he will stand for re-election at that meeting. As a non-executive director, DelOrefice will participate in ResMed's director compensation program on a pro rata basis, and ResMed is entering into its standard form of indemnification agreement with him. The filing states that ResMed is not aware of any transactions with him that would require disclosure under Item 404(a) of Regulation S-K. The filing also furnishes a press release dated August 15, 2024, regarding results of operations as Exhibit 99.1. The appointment itself is the main disclosed event; the filing does not report any financial figures beyond the board size and the director's background.

Aug 16, 2024 8-K

ResMed 8-K Report, Financial Results (Aug 1, 2024)

ResMed Inc. reported results for the fourth quarter and full fiscal year ended June 30, 2024, in a press release furnished as Exhibit 99.1. Fourth-quarter revenue rose 9% to $1,223.2 million (up 10% on a constant currency basis), and gross margin improved 350 basis points to 58.5%. GAAP income from operations increased 38% to $381.2 million, while non-GAAP income from operations rose 30% to $400.5 million. GAAP diluted earnings per share were $1.98 versus $1.56 a year earlier, and non-GAAP diluted EPS were $2.08 versus $1.60. Operating cash flow for the quarter was $440.1 million, and the company repaid $300 million of borrowings. For the full fiscal year, revenue increased 11% to $4,685.3 million and gross margin improved 90 basis points to 56.7%. Income from operations rose 17% to $1,319.9 million, and GAAP diluted EPS was $6.92 versus $6.09. Operating cash flow was $1,401.3 million, and debt repayments totaled $835 million. Software as a Service revenue grew 17% for the year to $584.1 million, and the company repurchased shares for $150 million during the fiscal year. The board declared a quarterly cash dividend of $0.53 per share, a 10% increase, with a record date of August 15, 2024 and payment on September 19, 2024. The company also announced it will host an Investor Day on September 30, 2024.

Aug 1, 2024 8-K

ResMed 8-K Report, Financial Results (Apr 25, 2024)

ResMed Inc. reported results for its third quarter of fiscal year 2024, the quarter ended March 31, 2024, in a press release furnished as Exhibit 99.1. Revenue rose 7% to $1,196,980 thousand (about $1.2 billion), with 7% growth on a constant currency basis. Gross margin increased 260 basis points to 57.9%, and non-GAAP gross margin grew 240 basis points to 58.5%. Income from operations increased 25% to $374.6 million, and non-GAAP income from operations rose 23% to $393.6 million. Net income was $300.5 million, or diluted earnings per share of $2.04, compared with $1.58 a year earlier. Non-GAAP diluted earnings per share were $2.13, up 27%. Operating cash flow for the quarter was $402.0 million, and the company repaid $220.0 million of debt. During the quarter it paid $70.5 million in dividends and repurchased shares for $50.0 million. Nine-month revenue was $3.46 billion, up 12%, and nine-month diluted EPS was $4.94 against $4.53 a year earlier. Revenue growth was led by mask and accessories, with management citing double-digit mask and accessories revenue growth and Software-as-a-Service revenue up 8% for the quarter. Separately, the board declared a quarterly cash dividend of $0.48 per share, with a May 9, 2024 record date and a June 13, 2024 payment date. The ex-dividend date is May 8, 2024 for common stockholders and CDI holders on the Australian Securities Exchange.

Apr 25, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

ResMed 8-K Report, Financial Results (Jan 24, 2024)

ResMed Inc. reported results for the second quarter of fiscal year 2024, the quarter ended December 31, 2023. Revenue rose 12% to $1,162.8 million (11% on a constant currency basis), with growth in devices, masks and accessories, and Software-as-a-Service revenue, which increased 24%. Income from operations declined 2% to $275.1 million because of $64.2 million in restructuring charges, while non-GAAP income from operations rose 20% to $365.5 million. GAAP diluted earnings per share were $1.42, compared with $1.53 a year earlier, and non-GAAP diluted earnings per share were $1.88, up from $1.66. Gross margin contracted 50 basis points to 55.6%, mainly due to costs tied to a field safety notification for masks with magnets. Operating cash flow was $272.8 million for the quarter. The company resumed its share repurchase program, buying 335,000 shares for $50 million, and paid $70.7 million in dividends. Its board declared a quarterly cash dividend of $0.48 per share, with a record date of February 8, 2024 and payment on March 14, 2024. The filing also notes management changes, including the retirement of Rob Douglas as President and Chief Operating Officer effective January 1, 2024, and the appointment of Justin Leong as Chief Product Officer. Management also reported that it successfully defended a patent infringement complaint brought by New York University.

Jan 24, 2024 8-K

ResMed 8-K Report, Bylaw Amendment (Nov 20, 2023)

ResMed Inc. filed a Form 8-K dated November 20, 2023 reporting two actions. First, on November 17, 2023, the Board of Directors approved an amendment and restatement of the company's bylaws, now the Eighth Amended and Restated Bylaws, which address the SEC's universal proxy rules by requiring compliance with Rule 14a-19 for any proxy solicitation for non-Board nominees, reserve the white proxy card color exclusively for the Board, and make other technical, clarifying and conforming updates. Second, at the annual meeting of stockholders held on November 16, 2023, shareholders elected all ten director nominees, ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2024, and approved on an advisory basis the compensation of named executive officers. Stockholders also approved an annual frequency for future say-on-pay votes, and the Board determined to hold them annually. For investors, the say-on-pay result was the most notable vote: 84,318,661 shares were cast for, against 19,649,791 against, with 77,972 abstentions and 7,126,855 broker non-votes. The director elections and auditor ratification passed with substantial support, and the bylaw changes mainly modernize governance procedures for proxy contests.

Nov 20, 2023 8-K

ResMed 8-K Report, Executive Changes (Nov 9, 2023)

On November 9, 2023, ResMed announced a new operating model intended to accelerate long-term growth, introducing dedicated leadership in Product, Revenue, and Marketing to the global executive team. The change aims to increase the velocity of product development and sharpen customer and brand focus, with the stated goal of accelerating profitable growth while driving greater value and improved care across the outside hospital care continuum. The CEO, Mick Farrell, said success will be measured by product velocity, long-term profitable revenue delivery, and brand engagement with stakeholders. As part of the reorganization, Robert Douglas, chief operating officer and president, will transition to special advisor to the CEO effective immediately and retire effective January 1, 2024. Under the transition terms, he will keep his current salary, benefits, and equity vesting until retirement, remain eligible for a pro-rata fiscal 2024 short-term incentive payment based on employment through December 31, 2023, and serve as a consultant from January 2, 2024 through December 31, 2024 at $10,000 per month, with continued vesting of outstanding equity awards during that period. Lucile Blaise, former president of sleep & respiratory care, moves to senior vice president, strategy & business development, reporting to the Chief Strategy Officer. The filing also names new executives: Justin Leong as Chief Product Officer, Katrin Pucknat as Chief Marketing Officer, and Mike Fliss as Chief Revenue Officer, all effective immediately. The digital health technology product organization will now report to Justin Leong, and Urvashi Tyagi, current chief technology officer, will become special advisor to the Chief Product Officer through January 1, 2024, and remain in a consulting role through December 31, 2024.

Nov 9, 2023 8-K

ResMed 8-K Report, Financial Results (Oct 26, 2023)

ResMed Inc. reported results for the first quarter of fiscal year 2024, the quarter ended September 30, 2023. Revenue increased 16% to $1.1 billion ($1,102.3 million), or 15% on a constant currency basis. Gross margin contracted 250 basis points to 54.4%, and non-GAAP gross margin contracted 160 basis points to 56.0%, mainly due to costs associated with a field safety notification on Astral devices and higher component and manufacturing costs. Income from operations rose 5% to $289.0 million, and non-GAAP income from operations rose 10% to $318.8 million. Net income was $219.4 million and diluted earnings per share were $1.49; non-GAAP diluted earnings per share were $1.64, up 9%. By segment, Software-as-a-Service revenue increased 32%, reflecting the acquisition of MEDIFOX DAN and organic growth. Revenue in the U.S., Canada, and Latin America, excluding Software-as-a-Service, grew 10%, while revenue in Europe, Asia, and other markets, excluding Software-as-a-Service, grew 18% on a constant currency basis. Operating cash flow was $286.3 million, and the company paid $70.6 million in dividends during the quarter. The company also announced and closed the acquisition of Somnoware, a digital sleep and respiratory care diagnostics software provider. The board declared a quarterly cash dividend of $0.48 per share, with a record date of November 9, 2023 and payment on December 14, 2023. The ex-dividend date is November 8, 2023. The press release also states that ResMed expects to resume its share repurchase program during the upcoming quarter.

Oct 26, 2023 8-K

ResMed 8-K Report, Financial Results (Aug 3, 2023)

ResMed Inc. reported results for the quarter and fiscal year ended June 30, 2023 in a press release furnished as Exhibit 99.1. Fourth-quarter revenue rose 23% to $1.1 billion ($1,122.1 million), up 23% on a constant currency basis. Gross margin contracted 210 basis points to 55.0%, and non-GAAP gross margin contracted 200 basis points to 55.8%, mainly due to unfavorable product mix and higher component and manufacturing costs, partially offset by higher average selling prices. Income from operations increased 8% to $275.3 million, and non-GAAP income from operations rose 13% to $307.0 million. Diluted earnings per share were $1.56, and non-GAAP diluted earnings per share were $1.60. For the full fiscal year, revenue increased 18% to $4.2 billion ($4,223.0 million), up 21% on a constant currency basis. Income from operations increased 13% to $1,131.9 million, and net income was $897.6 million. Diluted EPS was $6.09 and non-GAAP diluted EPS was $6.44. Operating cash flow for the year was $693.3 million, compared with $351.1 million in the prior year period, and the company reported business acquisitions, net of cash acquired, of $1,012.7 million in fiscal 2023. Software-as-a-Service revenue grew 34% in the quarter, reflecting the MEDIFOX DAN acquisition and organic growth. The board declared a quarterly cash dividend of $0.48 per share, a 9% increase, with a record date of August 17, 2023 and payment on September 21, 2023. The ex-dividend date is August 16, 2023. The filing also notes the announced acquisition of privately held Somnoware, whose financial terms were not material and not disclosed.

Aug 3, 2023 8-K

ResMed 8-K Report, Financial Results (Apr 27, 2023)

ResMed Inc. (NYSE: RMD, ASX: RMD) reported results for its third quarter of fiscal year 2023, the quarter ended March 31, 2023, in a press release furnished as Exhibit 99.1. Revenue rose 29% to $1,116.9 million (up 31% on a constant currency basis). Growth was driven by device sales, with Devices revenue up 40% globally to $607.9 million. Software-as-a-Service revenue increased 35% to $136.8 million, reflecting the MEDIFOX DAN acquisition and organic SaaS growth. Management said the company had ramped up production and delivery of its cloud-connected flow generators and now has full global availability of its connected AirSense 10 platform. Profitability grew more slowly than revenue. Gross margin contracted 150 basis points to 55.3%, and non-GAAP gross margin contracted 200 basis points to 56.1%, mainly due to unfavorable product mix and higher component costs, partly offset by higher average selling prices. Income from operations rose 28% to $300.7 million, and net income was $232.5 million, or $1.58 per diluted share. Non-GAAP diluted earnings per share were $1.68, up 27%. Operating cash flow was $282.6 million for the quarter, and dividends paid were $64.6 million. The company also declared a quarterly cash dividend of $0.44 per share, with a record date of May 11, 2023 and payment on June 15, 2023. The ex-dividend date is May 10, 2023. Separately, David Pendarvis, Chief Administrative Officer & Global General Counsel, will retire effective June 30, 2023, and Amy Wakeham was promoted to Chief Communications & Investor Relations Officer effective April 1, 2023.

Apr 27, 2023 8-K

Earnings & ResultsLeadership ChangesOther Events+1

ResMed 8-K Report, Executive Changes (Mar 30, 2023)

ResMed Inc. (NYSE: RMD) disclosed in this Form 8-K that David Pendarvis, its global general counsel, chief administrative officer, and secretary, notified the company on March 29, 2023 that he intends to retire effective June 30, 2023. Pendarvis has served as an executive officer for over 20 years and has a 39-year career in law and business. ResMed has started an internal candidate search for his successor and expects to name a new global general counsel and secretary well ahead of his retirement date. Pendarvis will keep his current salary, benefits, and long-term equity vesting until retirement, and remains eligible for a fiscal 2023 short-term incentive cash payment on the same basis as similarly situated executives, based on continued employment through June 30, 2023. From July 1, 2023 through December 31, 2023, he will serve as a consultant to assist with the transition, at a rate of $10,000 per month, and will continue to vest in outstanding equity awards during that period under the terms of the applicable plans and grants. In the accompanying press release (Exhibit 99.1), ResMed also announced that Amy Wakeham, currently Vice President of Corporate Communications & Investor Relations, has been appointed Chief Communications and Investor Relations Officer effective April 1, 2023, succeeding Pendarvis in his role leading corporate public affairs. She will report to the Office of the CEO and join the executive leadership team.

Mar 30, 2023 8-K

ResMed 8-K Report, Financial Results (Jan 26, 2023)

ResMed Inc. (NYSE: RMD, ASX: RMD) filed this Form 8-K on January 26, 2023 to furnish its second-quarter fiscal 2023 results (quarter ended December 31, 2022), announce a board leadership change, and declare a quarterly dividend. Revenue rose 16% to $1,033.7 million (up 20% on a constant currency basis), and income from operations increased 13% to $280.2 million. Diluted earnings per share were $1.53, and non-GAAP diluted earnings per share were $1.66, up 13% from $1.47. Gross margin contracted 30 basis points to 56.1%, and non-GAAP gross margin contracted 80 basis points to 56.8%, mainly due to unfavorable product mix and foreign currency movements. Management attributed growth to increased demand for sleep and respiratory care devices and reduced competitive supply, and noted the completed acquisition of MEDIFOX DAN, a German out-of-hospital software business. On the governance side, the board appointed CEO Michael J. "Mick" Farrell as chair effective January 25, 2023, combining the chair and CEO roles. Founder Dr. Peter C. Farrell became chair emeritus and remains a director and non-officer employee, and Ron Taylor continues as lead director. The filing states there are no compensation changes tied to these appointments. The board also declared a quarterly cash dividend of $0.44 per share, with a record date of February 9, 2023 and payment on March 16, 2023. Balance sheet and cash flow data show that long-term debt rose to $1,790.7 million at December 31, 2022 from $765.3 million at June 30, 2022, reflecting borrowings that funded business acquisitions. Operating cash flow for the quarter was $128.6 million, which the company attributed to higher working capital, and business acquisitions used $992.1 million of cash in the quarter.

Jan 26, 2023 8-K

ResMed 8-K Report, Shareholder Vote Results (Nov 17, 2022)

ResMed Inc. reported the results of its annual meeting of stockholders held on November 16, 2022. Stockholders elected the ten nominees listed in the filing to the board of directors, ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2023, and approved, on an advisory basis, the compensation of the named executive officers ("say-on-pay"). The filing shows that the director nominees each received substantial support. Carol Burt received 112,920,252 votes for and 1,611,838 against, while Richard Sulpizio received 102,238,286 for and 12,686,008 against, and Ronald Taylor received 102,459,467 for and 12,464,667 against. KPMG's ratification received 113,914,469 votes for and 6,001,739 against. The say-on-pay proposal received 103,364,254 votes for and 11,566,190 against, with 254,814 abstentions and 4,934,277 broker non-votes. The filing is a routine Item 5.07 disclosure of voting results and does not describe any new financial results, transactions, or changes in corporate strategy. Investors may note the higher level of opposition to the say-on-pay proposal and to the votes for Mr. Sulpizio and Mr. Taylor relative to other nominees.

Nov 17, 2022 8-K

Regulation FDOther EventsExhibits & Filings

ResMed 8-K Report, Financial Results (Oct 27, 2022)

ResMed Inc. reported results for its first quarter of fiscal year 2023, the quarter ended September 30, 2022. Revenue rose 5% to $950.3 million, or 9% on a constant currency basis. Gross margin expanded 90 basis points to 56.9%, and non-GAAP gross margin expanded 40 basis points to 57.6%. Income from operations increased 5% to $275.7 million, and non-GAAP income from operations increased 4% to $290.8 million. Net income was $210.5 million and diluted earnings per share were $1.43, versus $1.51 non-GAAP diluted earnings per share, which was flat year over year. Revenue growth was driven by Sleep and Respiratory Care devices and reduced competitive supply. Revenue in the U.S., Canada, and Latin America, excluding Software-as-a-Service, grew 18%, while revenue in Europe, Asia, and other markets declined 6% on a constant currency basis. SG&A expenses rose 16% on a constant currency basis and increased to 20.4% of revenue from 19.5% a year earlier, mainly on higher employee-related and travel expenses. Operating cash flow was $44.7 million, reflecting higher working capital, and dividends paid totaled $64.4 million. The board declared a quarterly cash dividend of $0.44 per share, with a record date of November 10, 2022 and payment on December 15, 2022. The ex-dividend date is November 9, 2022. The company also announced the acquisition of mementor, a German digital health company, and reported updated global COPD prevalence estimates of over 480 million people.

Oct 27, 2022 8-K/A

ResMed 8-K/A Report, Regulation FD Disclosure (Aug 12, 2022)

ResMed Inc. filed this Form 8-K/A on August 12, 2022 to amend and restate its June 14, 2022 Current Report. The amendment reclassifies the disclosure of a June 13, 2022 Sale and Purchase Agreement from Item 1.01 (Entry into a Material Definitive Agreement) to Item 8.01 (Other Events). Under the agreement, ResMed's German subsidiary, ResMed Germany SaaS, will acquire 100% of the shares of MediFox-Dan Investment GmbH from Miami Holding S.à r.l. and acquire receivables under a shareholder loan to MEDIFOX DAN Holding GmbH. The total acquisition consideration is a Base Purchase Price of EUR 810,000,000, based on an enterprise value of EUR 950,000,000, plus daily BPP Interest of EUR 18,047 accruing from the January 1, 2022 Effective Date until Closing. The price is fixed under a locked box mechanism with no post-Closing purchase price adjustment, and the seller must compensate ResMed Germany SaaS euro-for-euro for any leakage other than permitted leakage. ResMed intends to fund the transaction with existing cash and borrowings under its existing credit facility, with ResMed Germany SaaS borrowing the funds from ResMed through an intercompany loan. Closing is subject to German merger control, foreign investment and BaFin clearances, and the parties currently expect Closing by December 31, 2022. The agreement can be terminated by the seller if Closing has not occurred by March 31, 2023, or by ResMed if Closing has not occurred by June 30, 2023. A EUR 10,000,000 termination fee is payable to the seller if it terminates because BaFin clearance is not obtained. The filing also furnishes, under Item 7.01, a June 14, 2022 press release and investor presentation (Exhibits 99.1 and 99.2), which are incorporated by reference from the Original Report. The Original Report stated that a live webcast was held on June 14, 2022, at 11:00 a.m. ET. The amendment speaks only as of the date of the Original Report and has not been updated for later events.

Aug 12, 2022 8-K

ResMed 8-K Report, Financial Results (Aug 11, 2022)

ResMed Inc. furnished an 8-K on August 11, 2022 reporting results for the fourth quarter and full fiscal year ended June 30, 2022. Fourth-quarter revenue rose 4% to $914.7 million (8% on a constant currency basis), with gross margin up 110 basis points to 57.1% and income from operations up 6% to $255.4 million. Diluted EPS was $1.33, flat year over year, while non-GAAP diluted EPS rose 10% to $1.49. For the full year, revenue grew 12% to $3.6 billion (13% constant currency), income from operations rose 11% to $1.00 billion, and diluted EPS was $5.30, up from $3.24, with non-GAAP diluted EPS of $5.79. Management attributed growth to demand for sleep and respiratory care devices and reduced competitive supply, and cited the AirSense 11 platform and the AirSense 10 Card-to-Cloud device. Gross margin pressure in the full year came from higher freight and manufacturing costs, and SG&A rose to 21.3% of quarterly revenue from 20.7%. Operating cash flow for the full year was $351.1 million, down from $736.7 million, reflecting working capital increases, including inventory growth from $457.0 million to $743.9 million. The company also announced a definitive agreement to acquire MEDIFOX DAN, a German out-of-hospital software provider, for approximately US$1.0 billion (€950 million), expected to be funded through existing credit facilities and to close by December 31, 2022, subject to regulatory clearances. The board declared a quarterly dividend of $0.44 per share, a 5% increase, payable September 22, 2022.

Aug 11, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

ResMed 8-K Report, Executive Changes (Jul 1, 2022)

ResMed Inc. filed this Form 8-K on July 1, 2022 to report the promotion of Lucile Blaise to president, sleep and respiratory care business, effective July 1, 2022. Ms. Blaise, age 51, was previously vice president of sleep & respiratory care for Western Europe, a role she held since June 2015, and has been with ResMed since 2006. The filing states that her compensation includes an annual base salary of $470,000, a target short-term incentive opportunity of 80%, and an equity award with a target value of $1,400,000, structured materially consistent with the company's executive compensation programs disclosed in its October 6, 2021 proxy statement. ResMed also expects to provide relocation benefits for her expected move to the United States and to enter into an executive agreement providing change of control benefits. As part of the change, Robert Douglas will no longer serve as interim president of the sleep and respiratory care business, and will continue as president and chief operating officer. The filing states there is no arrangement or understanding under which Ms. Blaise was appointed, no family relationships with directors or executive officers requiring disclosure, and no related-person transactions requiring disclosure. The filing attaches a June 28, 2022 press release (Exhibit 99.1) in which CEO Mick Farrell describes Ms. Blaise as a leader in European digital health innovation and adoption. The release also notes her board roles, including president of Snitem, the French medtech association, elected June 2022, and her board seat at MedTech Europe since 2020.

Jul 1, 2022 8-K

ResMed 8-K Report, Material Agreement (Jun 30, 2022)

On June 29, 2022, ResMed Inc. entered into a Second Amended and Restated Credit Agreement with MUFG Union Bank, N.A. as administrative agent, providing a senior unsecured revolving credit facility of $1,500,000,000 USD or USD equivalents, with an uncommitted option to increase it by the greater of $1,000,000,000 USD or 1.00 times trailing twelve-month consolidated EBITDA. The facility amends and restates an April 17, 2018 agreement that provided a $1,600,000,000 USD revolver. The revolver matures June 29, 2027, bears interest at Adjusted Term SOFR plus 0.75% to 1.50% or the Base Rate plus 0.0% to 0.50% depending on leverage ratio, carries a commitment fee of 0.075% to 0.150% on unused amounts, and proceeds are for general corporate purposes. Guarantors include certain U.S. subsidiaries. On the same date, ResMed Pty Limited, an Australian subsidiary, entered into a Second Amendment to its Syndicated Facility Agreement, which provides a senior unsecured term credit facility of $200,000,000 USD. ResMed guarantees this obligation along with the same U.S. subsidiaries. The term loan also matures June 29, 2027, amortizes semi-annually with $5,000,000 USD principal payments, and carries the same pricing structure as the revolver. Both agreements contain a maximum funded debt to EBITDA leverage covenant and customary events of default, including certain change of control events. The filing also incorporates these agreements by reference under Item 2.03 as a direct financial obligation, and lists the full agreements as exhibits, with certain schedules omitted under Regulation S-K Item 601(b)(2).

Jun 30, 2022 8-K

Material AgreementsRegulation FDExhibits & Filings

ResMed 8-K Report, Material Agreement (Jun 14, 2022)

ResMed Inc. (NYSE: RMD) entered into a Sale and Purchase Agreement on June 13, 2022 to acquire 100% of the shares of MediFox-Dan Investment GmbH from Miami Holding S.à r.l., plus the receivables under an existing shareholder loan to MEDIFOX DAN Holding GmbH (together, the "Acquisition"). The base purchase price is EUR 810,000,000, fixed upfront under a locked box mechanism referencing a January 1, 2022 balance sheet and an enterprise value of EUR 950,000,000, with no post-closing price adjustment. Additional daily interest of EUR 18,047 accrues to the seller from the Effective Date until Closing. ResMed intends to fund the deal with existing cash and borrowings under its credit facility, with the German subsidiary borrowing the cash via an intercompany loan. Closing is subject to German merger control, foreign investment, and BaFin clearances and is expected by December 31, 2022. Either party may terminate if Closing has not occurred by the stated outside dates (March 31, 2023 for the seller, June 30, 2023 for ResMed). The seller is owed a EUR 10,000,000 termination fee if it terminates because ResMed fails to obtain BaFin clearance. According to the press release furnished as Exhibit 99.1, MEDIFOX DAN is a German out-of-hospital software provider with over 600 employees, and ResMed expects the acquisition to be accretive to non-GAAP diluted earnings per share after closing. The press release cites calendar 2021 pro forma net revenue of approximately $83 million and pro forma adjusted EBITDA of approximately $35 million, and the investor presentation (Exhibit 99.2) cites a 14% organic revenue CAGR for calendar 2019 to 2021.

Jun 14, 2022 8-K

ResMed 8-K Report, Executive Changes (May 11, 2022)

ResMed Inc. (NYSE: RMD) filed a Form 8-K on May 11, 2022 to report a senior leadership change. On May 5, 2022, Jim Hollingshead resigned as President, Sleep and Respiratory Care, effective immediately, to pursue an opportunity with a new employer. Rob Douglas, the company's President and Chief Operating Officer, was appointed interim President, Sleep and Respiratory Care, and the company intends to search for a permanent successor. The filing states that Mr. Douglas has been ResMed's president since March 2013 and chief operating officer since September 2011, and that together with CEO Michael ("Mick") Farrell he holds full operational responsibility for ResMed and its subsidiaries. The filing reports no family relationships or Item 404(a) related-party transactions involving Mr. Douglas, and incorporates his biographical information by reference from the proxy statement dated October 6, 2021. The filing contains no financial results or quantitative figures. Management's press release (Exhibit 99.1) describes Mr. Hollingshead's 12 years of service and states that CEO Farrell believes the company is well positioned for ongoing growth and has strong leadership bench strength.

May 11, 2022 8-K

ResMed 8-K Report, Financial Results (Apr 28, 2022)

ResMed Inc. filed this Form 8-K on April 28, 2022 to furnish its earnings press release for the third quarter of fiscal year 2022 (quarter ended March 31, 2022) and to announce a quarterly cash dividend. Revenue rose 12% to $864.5 million (14% on a constant currency basis), driven by strong demand for sleep and respiratory care devices and increased demand following a recall by one of its competitors. Income from operations increased 5% to $234.3 million, and diluted earnings per share were $1.22 on GAAP net income of $179.0 million, versus a GAAP loss of $(0.54) per share in the prior-year quarter. Non-GAAP diluted earnings per share were $1.32, up 2%. Margins came under pressure. Gross margin contracted 140 basis points to 56.8% and non-GAAP gross margin contracted 150 basis points to 58.1%, mainly due to higher freight and manufacturing costs, partly offset by product mix and higher average selling prices. SG&A rose 17% on a constant currency basis, and R&D expenses increased 19% as reported. Management noted that ongoing supply chain disruptions and a competitor's recall continue to limit its ability to meet demand, and that the macroeconomic environment remains uncertain. Operating cash flow for the quarter was $117.4 million, and dividends paid during the quarter totaled $61.4 million. The board declared a quarterly cash dividend of $0.42 per share, with a record date of May 12, 2022, payable June 16, 2022, and an ex-dividend date of May 11, 2022. The filing also reports the appointment of Urvashi Tyagi as Chief Technology Officer.

Apr 28, 2022 8-K

ResMed 8-K Report, Financial Results (Jan 27, 2022)

ResMed Inc. reported results for its fiscal second quarter 2022, the quarter ended December 31, 2021, in a press release furnished as Exhibit 99.1. Revenue increased 12% to $894.9 million (up 13% on a constant currency basis), and income from operations rose 12% to $248.7 million. Non-GAAP income from operations increased 5% to $267.7 million. Diluted earnings per share were $1.37, compared with $1.23 a year earlier, and non-GAAP diluted earnings per share were $1.47. For the six months ended December 31, 2021, revenue was $1,798.9 million, up 16%. Management attributed growth to strong demand for sleep and respiratory care devices, including increased demand following a recent product recall by a competitor, and to 8% growth in Software as a Service revenue. Gross margin was 56.4%, and non-GAAP gross margin contracted 230 basis points to 57.6%, mainly due to higher freight and manufacturing costs, partly offset by favorable product mix. The CEO also noted ongoing supply chain challenges that have limited access to critical electronic components. The company also declared a quarterly cash dividend of $0.42 per share, with a record date of February 10, 2022, and payment on March 17, 2022. The ex-dividend date is February 9, 2022 for both common stockholders and CDI holders on the Australian Securities Exchange. Operating cash flow for the quarter was $219.9 million, and the company paid $61.2 million in dividends during the quarter. Two digital health executives, Desney Tan and John Hernandez, were elected to the board of directors.

Jan 27, 2022 8-K

ResMed 8-K Report, Shareholder Vote Results (Nov 19, 2021)

ResMed Inc. filed a Form 8-K reporting the results of its annual meeting of stockholders held on November 18, 2021. Stockholders elected all seven director nominees (Karen Drexler, Michael Farrell, Peter Farrell, Harjit Gill, Ronald Taylor, John Hernandez and Desney Tan) to serve until the 2022 annual meeting, ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2022, and approved, on an advisory basis, the compensation of named executive officers (say-on-pay). The say-on-pay proposal received the weakest support of the three items. It drew 99,221,728 votes for, 12,231,321 against and 220,184 abstentions, with 5,350,781 broker non-votes. Among the directors, Ronald Taylor received the most opposition, with 7,378,110 votes against, while the other nominees each received fewer than 2,930,514 against votes. KPMG's ratification was the most widely supported item, with 112,664,564 votes for and 4,176,735 against. The filing is a routine governance disclosure under Item 5.07 and reports no financial results, transactions or strategic changes. Its main investor relevance is the shareholder vote on executive pay, where the against votes were substantially higher than on the other proposals.

Nov 19, 2021 8-K

Corporate ChangesExhibits & Filings

ResMed 8-K Report, Financial Results (Oct 28, 2021)

ResMed Inc. (NYSE: RMD, ASX: RMD) reported results for its first quarter of fiscal year 2022, the quarter ended September 30, 2021, in a press release furnished as Exhibit 99.1. Revenue rose 20% to $904.0 million (up 19% on a constant currency basis), income from operations increased 21% to $261.9 million, and diluted earnings per share were $1.39, up 14%. Non-GAAP diluted earnings per share were $1.51, up 19%. Gross margin fell to 56.0% from 58.3%, and non-GAAP gross margin contracted 270 basis points to 57.2%, mainly due to higher manufacturing costs, incremental freight costs, and lower average selling prices. The prior-year quarter included about $40.0 million of incremental COVID-19 related respiratory care revenue, which the company said was not repeated in the current quarter. Operating cash flow was negative $65.7 million, reflecting a $284.8 million payment to the Australian Taxation Office under the settlement of a transfer pricing dispute covering all prior years since 2009. The gross settlement was $381.7 million, with a net impact of $238.7 million after $143.0 million of credits and deductions. Excluding the payment, operating cash flow was $219.1 million. The company paid $61.2 million in dividends during the quarter. The board declared a quarterly cash dividend of $0.42 per share, with a record date of November 11, 2021, payable December 16, 2021, and an ex-dividend date of November 10, 2021. management cited ongoing strong demand for sleep and respiratory care products and steady growth in its Software as a Service business, which grew 6%. It also cited continuing supply chain constraints on critical electronic components, which forced the company to allocate products to highest-acuity patients first. Other highlights included the introduction of the AirSense 11 in the U.S. and the presentation of ALASKA study research at the European Respiratory Society International Congress 2021.

Oct 28, 2021 8-K/A

Leadership Changes

ResMed 8-K/A Report, Executive Changes (Oct 7, 2021)

ResMed Inc. filed this Form 8-K/A on October 7, 2021 to update Item 5.02 of its Form 8-K filed August 27, 2021, adding information on separation arrangements that were not determined or available when the original filing was made. The update concerns Rajwant ("Raj") Sodhi, who ceased serving as president – Software-as-a-Service business effective August 25, 2021, and ceased full-time employment on September 1, 2021. The company stated the termination was without cause. On September 29, 2021, after discussions with Mr. Sodhi, ResMed agreed to separation payments of $603,500 (twelve months of base pay), $80,647 (a pro rata short-term incentive at target for fiscal year 2022, covering the two months he was employed), and $19,544 (the cost of 12 months of COBRA group health extension). The company also entered into a consulting agreement with Mr. Sodhi effective September 2, 2021 through November 20, 2022, under which he will advise the chief executive officer on technology and strategic opportunities. Under the consulting arrangement, Mr. Sodhi will be eligible for continued vesting of outstanding equity awards through November 20, 2022, in accordance with the ResMed 2009 Incentive Award Plan, as amended and restated in 2017. He has also agreed to confidentiality, a non-compete covenant, and a general release of ResMed.

Oct 7, 2021 8-K

ResMed 8-K Report, Bylaw Amendment (Sep 13, 2021)

ResMed Inc. filed a Current Report on Form 8-K reporting an amendment to its bylaws. Effective September 10, 2021, the board of directors approved and adopted an amendment to the existing bylaws and restated the bylaws in full. The principal substantive change concerns stockholder rights to call special meetings: the bylaws now allow a special meeting of stockholders to be called at the written request of holders of at least twenty percent (20%) of the outstanding shares entitled to vote. Previously, the bylaws had required holders of a majority of the outstanding shares to call a special meeting. For investors, the change lowers the ownership threshold that shareholders need to force a special meeting, which may make it easier for a group of stockholders holding a meaningful minority stake to bring matters to a vote between annual meetings. The filing does not state the reasons for the amendment or any other changes made in the restated bylaws beyond the special meeting provision. The filing attaches the Seventh Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation, as Exhibit 3.1, and includes the cover page interactive data file as Exhibit 104. The full text of the bylaws is incorporated by reference through Exhibit 3.1.

Sep 13, 2021 8-K

Leadership Changes

ResMed 8-K Report, Executive Changes (Aug 27, 2021)

ResMed Inc. reported in this Form 8-K, dated August 27, 2021, two executive leadership changes affecting its Software-as-a-Service business. On August 24, 2021, the company determined that Rajwant ("Raj") Sodhi would cease serving as president – Software-as-a-Service business effective August 25, 2021, and will cease full-time employment on September 1, 2021. The termination is without cause, and the company is in discussions with Mr. Sodhi regarding a separation package. Effective August 25, 2021, ResMed promoted Bobby Ghoshal, age 53, to serve as president – Software-as-a-Service business. Mr. Ghoshal has served as ResMed's Chief Technology Officer since April 2018, and previously served as chief operating officer of Brightree, a ResMed-owned provider of cloud-based software-as-a-service for out-of-hospital care, from June 2016 until April 2018. He was ResMed's vice president, information technology from 2012 until 2016. The filing does not disclose financial results or quantify the cost of the separation package. For investors, the primary takeaway is a management change within the SaaS business, which the filing presents as a leadership transition rather than a financial event.

Aug 27, 2021 8-K

ResMed 8-K Report, Financial Results (Aug 5, 2021)

ResMed Inc. (NYSE: RMD, ASX: RMD) filed this Form 8-K on August 5, 2021 to furnish its press release reporting results for the fourth quarter and full fiscal year ended June 30, 2021, and to announce a quarterly cash dividend. Quarterly revenue rose 14% to $876.1 million (10% on a constant currency basis), while gross margin fell to 56.0% from 58.3% and non-GAAP gross margin contracted 260 basis points to 57.3%. Income from operations increased 8% to $241.6 million, and diluted earnings per share were $1.33 versus $1.22 a year earlier. Management said the quarter faced a headwind from annualizing $125 million of COVID-related ventilator sales from the prior-year period, partly offset by tailwinds from a competitor's major quality issue. For the full fiscal year, revenue increased 8% to $3.2 billion (6% on a constant currency basis), income from operations rose 12% to $903.7 million, and GAAP diluted earnings per share were $3.24 versus $4.27, a decline driven by a reserve for a disputed tax position of $248.8 million net of tax, as reflected in the non-GAAP reconciliation. Non-GAAP diluted earnings per share were $5.33, up 12%. Cash flow from operations for the full year was $736.7 million, and the company ended the year with $295.3 million in cash and cash equivalents and $643.4 million in long-term debt. The board declared a quarterly cash dividend of $0.42 per share, an 8% increase, with a record date of August 19, 2021 and payment on September 23, 2021. The ex-dividend date is August 18, 2021. The company also announced a virtual Investor Day on September 8, 2021 at 1:30 p.m. PT to discuss its business strategy and growth initiatives.

Aug 5, 2021 8-K

ResMed 8-K Report, Financial Results (Apr 29, 2021)

ResMed Inc. filed this Form 8-K on April 29, 2021 to furnish its press release announcing results for the third quarter of fiscal year 2021 (quarter ended March 31, 2021) and to announce a quarterly cash dividend of $0.39 per share. Revenue was $768.8 million, essentially flat versus $769.5 million a year earlier, and down 3% on a constant currency basis. The company noted it had no incremental COVID-19 revenue this quarter, compared with roughly $35 million in the prior-year quarter. Excluding that prior-year COVID-19 revenue, revenue rose 1% on a constant currency basis. GAAP results were significantly weaker than operating results because of a $254.8 million reserve for the ongoing Australian Tax Office dispute covering tax years 2009-2018. This drove a GAAP net loss of $78.5 million, or $(0.54) per diluted share, compared with net income of $163.1 million, or $1.12 per diluted share, a year earlier. Management said that although there is no final agreement, the reserve reflects its estimate of the net impact of a potential settlement, and the next step is agreeing on final terms. Non-GAAP net income rose 1% to $190.4 million, and non-GAAP diluted earnings per share rose 1% to $1.30. The board declared a quarterly cash dividend of $0.39 per share, with a record date of May 13, 2021 and payment on June 17, 2021. The ex-dividend date is May 12, 2021, and CDI holders on the Australian Securities Exchange will receive an equivalent amount in Australian currency, reflecting the 10:1 CDI-to-share ratio.

Apr 29, 2021 8-K

ResMed 8-K Report, Financial Results (Jan 28, 2021)

ResMed Inc. filed this Form 8-K on January 28, 2021 to furnish its press release announcing results for the second quarter of fiscal year 2021, the quarter ended December 31, 2020, and to announce a quarterly cash dividend of $0.39 per share. The company reported revenue of $800.0 million, up 9% from $736.2 million a year earlier (up 7% on a constant currency basis). GAAP income from operations rose 12% to $221.7 million, and non-GAAP income from operations rose 16% to $254.5 million. GAAP diluted earnings per share were $1.23, up 12%, and non-GAAP diluted earnings per share were $1.41, up 17%. GAAP gross margin was 57.8% versus 58.0% a year earlier, reflecting restructuring expenses tied to the cessation of the portable oxygen concentrator business, while non-GAAP gross margin expanded 20 basis points to 59.9%. By segment, Devices and Masks drove growth in the Europe, Asia and other markets region, where Sleep and Respiratory Care revenue rose 17% (10% constant currency). In the U.S., Canada and Latin America, excluding Software as a Service, revenue grew 5%, and Software as a Service revenue increased 6%. Management attributed SG&A reductions, which fell to 21.2% of revenue from 23.3%, mainly to pandemic-related savings in travel and cost management. Cash flow from operations for the quarter was $169.9 million, and dividends paid during the quarter totaled $56.7 million. The board declared a quarterly cash dividend of $0.39 per share, with a record date of February 11, 2021, payable March 18, 2021, and an ex-dividend date of February 10, 2021 for both common stockholders and CDI holders on the Australian Securities Exchange.

Jan 28, 2021 8-K

ResMed 8-K Report, Shareholder Vote Results (Nov 20, 2020)

ResMed Inc. filed this Form 8-K to report the results of its annual meeting of stockholders held on November 19, 2020. Stockholders elected the two nominees, Karen Drexler and Michael Farrell, to serve on the board until the 2021 annual meeting. Drexler received 111,279,283 votes for, 440,289 against, and 69,733 abstentions, with 6,228,278 broker non-votes. Farrell received 109,465,475 votes for, 2,250,352 against, and 73,478 abstentions, with the same 6,228,278 broker non-votes. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2021, with 113,635,388 votes for, 4,298,911 against, and 83,284 abstentions. In a non-binding advisory vote, stockholders approved the compensation of named executive officers (say-on-pay) with 101,981,838 votes for, 9,669,839 against, and 137,628 abstentions, with 6,228,278 broker non-votes. The filing is routine governance reporting. The results show broad stockholder support for the director nominees, the auditor, and executive pay, though the say-on-pay vote drew noticeably more opposition than the other items.

Nov 20, 2020 8-K/A

Other Events

ResMed 8-K/A Report, Corporate Update (Nov 5, 2020)

ResMed Inc. filed this Form 8-K/A on November 5, 2020 to update the disclosure under Item 8.01 of its October 29, 2020 Current Report, revising the ex-dividend date for a previously announced cash dividend. The filing confirms the board declared a quarterly cash dividend of US $0.39 per share, with a record date of November 12, 2020 and payment on December 17, 2020. The dividend is payable in U.S. dollars to holders of ResMed common stock on the New York Stock Exchange. Holders of Chess Depositary Instruments (CDIs) trading on the Australian Securities Exchange will receive an equivalent amount in Australian dollars, based on the exchange rate on the record date, reflecting the 10:1 ratio between CDIs and NYSE shares. The ex-dividend date is November 10, 2020 for common stockholders and November 11, 2020 for CDI holders. ResMed also received a waiver from the ASX's settlement operating rules, allowing it to defer processing conversions between its common stock and CDI registers from November 10, 2020 through November 12, 2020, inclusive. The filing contains no financial results or operating metrics.

Nov 5, 2020 8-K

ResMed 8-K Report, Financial Results (Oct 29, 2020)

ResMed Inc. reported results for its first quarter of fiscal year 2021, the quarter ended September 30, 2020. Revenue increased 10% to $751.9 million, up 9% on a constant currency basis. GAAP gross margin was 58.3% and non-GAAP gross margin expanded 30 bps to 59.9%. Income from operations rose 27% to $216.9 million on a GAAP basis, and non-GAAP income from operations rose 24% to $237.1 million. GAAP diluted earnings per share were $1.22 and non-GAAP diluted earnings per share were $1.27, compared with $0.83 and $0.93 in the prior-year period. Net income grew 48% to $178.4 million, which management attributed largely to legal settlement expenses in the prior year. Management highlighted strong ventilator demand during the COVID-19 pandemic, along with growth in mask and accessories resupply programs and sequential improvement in new patient volume in its core sleep apnea, COPD, and asthma markets. SG&A expenses fell 7% on a constant currency basis to 21.1% of revenue, mainly from travel savings and cost management, while R&D expenses rose 14% to $54.5 million. Cash flow from operations was $144.0 million for the quarter, and cash and cash equivalents were $421.4 million at September 30, 2020, down from $463.2 million at June 30, 2020, while long-term debt declined to $1.04 billion from $1.16 billion. The board declared a quarterly cash dividend of $0.39 per share, payable December 17, 2020 to holders of record on November 12, 2020, with an ex-dividend date of November 11, 2020. Dividends paid in the quarter totaled $56.5 million.

Oct 29, 2020 8-K