SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2006
SurModics, Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
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| 0-23837
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41-1356149 |
| (Commission File Number)
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(IRS Employer |
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Identification No.) |
9924 West 74th Street
Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices and Zip Code)
(952) 829-2700
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
The Board of Directors of SurModics, Inc., elected Kendrick B. Melrose Chairman of the Board
of the Company, effective August 1, 2006. Mr. Melrose succeeds Dale R. Olseth, who retired from
the company as Executive Chairman of the Board. At the request of the Board, Mr. Olseth will
remain a director of the Company.
In connection with Mr. Melrose’s election as Chairman of the Board, the Organization and
Compensation Committee (the “Committee”) of the Board of Directors recommended certain revisions to
the Company’s Board Compensation Policy, specifying an annual retainer and stock compensation
applicable to non-employee directors holding the position of Chairman of the Board. In particular,
the Committee recommended that a non-employee director holding the position of Chairman of the
Board receive an annual retainer in the amount of $100,000, and an annual option award of 10,000
shares under the Company’s 2003 Equity Incentive Plan. The compensation payable to all other
non-employee directors remains unchanged. The Board approved the revisions recommended by the
Committee.
Also effective August 1, 2006, the Board accepted the resignation of Mr. Olseth as Executive
Chairman of the Board. Mr. Olseth will remain a director of the Company. Mr. Olseth will be
eligible to receive standard non-employee director compensation in his role as director and,
therefore, will no longer be compensated as an employee director. In addition to the standard
non-employee director compensation, upon the recommendation of the Committee, the Board approved
certain retirement benefits and other arrangements for Mr. Olseth as follows: (a) the Company will
provide Mr. Olseth with his salary compensation due for the remainder of fiscal year 2006; (b)
during the period between August 1, 2006, and August 31, 2007, the Company will provide
reimbursement of 100% of all reasonable and customary office expenses incurred by Mr. Olseth for
his personal and business use, including in connection with his service as a director to the
Company; (c) during the period between September 1, 2007, and August 31, 2008, the Company will
provide reimbursement of 50% of such reasonable and customary office expenses; and (d) during the
period between the August 1, 2006, and February 29, 2008, the Company will provide salary
compensation and make available certain of its standard employee benefits to an administrative assistant to
work with and support Mr. Olseth in his personal and business matters, including in connection with
his service as a director to the Company.