OSI Systems Inc.
12/13/2024 | Press release | Distributed by Public on 12/13/2024 12:28
Proxy Results Form 8 K
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 12, 2024, the Board of Directors (the "Board") of OSI Systems, Inc. (the "Company") voted to expand the size of the Board by one seat effective January 1, 2025 such that the Board shall thereafter consist of seven directors. To fill the newly created vacancy, the Board appointed Ajay Mehra as a member of the Board effective January 1, 2025.
Biographical information for Mr. Mehra can be found on page 28 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 25, 2024 and is incorporated herein by reference.
Mr. Mehra does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Mehra is the first cousin of Deepak Chopra, the Company's current President and Chief Executive Officer.
On December 12, 2024, the Company and Ajay Mehra entered into an Amendment (the "Amendment") to his Amended and Restated Employment Agreement (the "Agreement"), which shall be effective January 1, 2025. The Amendment modifies the Agreement as follows:
| · | Mr. Mehra shall be President and Chief Executive Officer of the Company with an initial annual base salary of $750,000. |
| · | In the event of the termination of Mr. Mehra's employment by the Company without cause, the Company's non-renewal of Mr. Mehra's employment agreement or the termination of such employment by Mr. Mehra for good reason, Mr. Mehra shall be entitled to: (i) an amount equal to 24 months' salary at his then-current base salary plus an amount equal to two times the average of the highest three annual bonuses paid by us to Mr. Mehra in the five years preceding such termination; (ii) continuation of Mr. Mehra's car usage or allowance payments for a period of six months after separation from service; (iii) an allowance of $6,000 for outplacement services; and (iv) acceleration of vesting of all stock options, equity grants and other incentive compensation awards (excluding any cash bonus attributable to performance in fiscal years that are not complete as of his last date of employment) from us to Mr. Mehra as follows: (a) grants vesting over time shall be fully vested on separation from service, (b) grants vesting based on performance shall be accelerated and fully vested at target performance levels on separation from service without regard to whether the performance targets are projected to be met for such performance period, and (c) the time to exercise nonqualified stock options shall be extended such that his right to exercise such stock options shall continue until the first anniversary of the Executive's last date of employment, but in no event later than the expiration date of the options. |
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Capitalized terms used herein without definition have the meanings given such terms in the Amendment.