01—Abstract
Summary
Summary of the 8-K filed August 16, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- ResMed expanded its board of directors to 11 members and elected Christopher DelOrefice effective immediately, on August 15, 2024.
- DelOrefice is executive vice president and CFO of Becton, Dickinson and Company, serving since September 2021, and previously held finance and investor relations roles at Johnson & Johnson.
- DelOrefice was appointed to the board's audit committee, which is a notable addition given his CFO background.
- His initial term expires at the 2024 annual meeting of stockholders on November 21, 2024, where he will stand for re-election.
- As a non-executive director, he will receive compensation under ResMed's director compensation program on a pro rata basis.
- ResMed is entering into its standard form of indemnification agreement with DelOrefice.
- ResMed furnished a press release dated August 15, 2024, regarding results of operations as Exhibit 99.1.
03—Questions
Frequently Asked Questions
Who was appointed to ResMed's board and when?
Christopher DelOrefice was appointed on August 15, 2024, during ResMed's regularly scheduled board meeting, and the board was expanded to 11 directors. His appointment is effective immediately.
What is Christopher DelOrefice's professional background?
He is executive vice president and chief financial officer of Becton, Dickinson and Company, a role he has held since September 2021. Earlier, he was vice president of investor relations at Johnson & Johnson from August 2018 to September 2021 and chief financial officer of North America Hospital Medical Devices at Johnson & Johnson from June 2017 to August 2018.
Will DelOrefice serve on any board committees?
Yes. The filing states that Mr. DelOrefice will serve on ResMed's audit committee.
How long will DelOrefice's board term last?
His term expires at ResMed's 2024 annual meeting of stockholders on November 21, 2024, or earlier if he dies, becomes disabled, resigns or is removed. He will stand for re-election at that meeting.
Does the appointment involve any related-party transactions or special arrangements?
The filing states that DelOrefice was not selected under any arrangement or understanding with another person, and that ResMed is not aware of any transactions with him that would require disclosure under Item 404(a) of Regulation S-K.
04—Continue