SEC Archives - Medical Design Sourcing

BD pay increases for CEO Tom Polen and the median employee

A new Becton, Dickinson & Co. (BD) pay disclosure included gains for CEO Tom Polen and other executives, as well as an increase in pay for the device manufacturer’s median worker.

The BD pay disclosure — part of the company’s Securities and Exchange Commission filing ahead of its annual shareholder meeting — also included an update on BD’s new executive severance limits. After failing to defeat a shareholder proposal calling for a cap on executive severance payouts, the board adopted a more limited policy that only applied to cash payouts.

“We received positive feedback on this approach from the shareholders to whom we spoke during our 2023 engagement,” the company said. “Shareholders expressed their belief that this was a reasonable approach for BD to take in response to the proposal, and no investor we engaged with requested the inclusion of accelerated equity vesting in the calculation of the termination pay limit.R…

Henry Schein’s cybersecurity incident updates offer guidance for others

Henry Schein’s ongoing response to its cybersecurity incident offers lessons for how other device developers and manufacturers should keep investors and customers in the loop under similar circumstances — and could help device designers and engineers understand how much (or little) information they may get from cyberattacked suppliers.

This week, a ransomware group known as BlackCat/ALPHV said it encrypted Henry Schein’s systems and stole 35 TB of “sensitive data,” threatening to start releasing “internal payroll data and shareholder folders.” Henry Schein has not publicly acknowledged that group’s claims.

Henry Schein appears to be the first company on the Medtech Big 100 to disclose a cybersecurity incident since the new Securities and Exchange Commission regulations took effect. (These regulations are different than the FDA’s new cybersecurity requirements for developers and manufacturers of cyber devices.)

The new SEC …

How Medtronic’s conflict minerals program investigates red flag suppliers

Gold is one of the most commonly used conflict minerals. [Illustration by Yuliia via Adobe Stock]

Materials like gold, tin and tungsten can save lives when used in medical devices, but global manufacturers like Medtronic must take steps to avoid inadvertently funding violence and human rights abuses with these “conflict minerals.”

Medtronic is the largest medical device company in the world, so its conflict minerals program is a good example of how medtech manufacturers look deep into their supply chain to comply with federal disclosure requirements.

“At Medtronic, we’re committed to maintaining good citizenship as a company, which includes obtaining the minerals necessary to manufacture our products only from socially responsible sources,” the company said in a statement to Medical Design & Outsourcing.

What are conflict minerals?

Conflict minerals include cassiterite,…

Boston Scientific whistleblower launches corruption investigation

Boston Scientific (NYSE:BSX) is investigating claims that the company violated the U.S. Foreign Corrupt Practices Act in Vietnam.

Marlborough, Massachusetts–based Boston Scientific disclosed receipt of a whistleblower’s allegations in its latest filing with the Securities and Exchange Commission.

“In March 2022, the company received a whistleblower letter alleging Foreign Corrupt Practices Act violations in Vietnam. The company is cooperating with government agencies while investigating these allegations,” the company said in its second-quarter 10-Q filing, dated Aug. 4.

More information about the allegations was not available from the filing or a Boston Scientific spokesperson reached by Medical Design & Outsourcing today. The news was first reported by the Wall Street Journal.

The Foreign Corrupt Practices Act (FCPA) was enacted in 1977 to stop companies and their employees or agents from bribing foreign officials to win or…

Henry Schein investors push back on executive pay

Stanley Bergman is CEO and chair of Henry Schein [Photo courtesy of Henry Schein]Nearly half of Henry Schein (Nasdaq:HSIC) shareholders who voted at this month’s annual meeting voted against the company’s pay packages for top executives, according to a new SEC filing.

About 48.5% of voting shareholders voted against the company’s executive pay plan in what’s known as the Say-on-Pay vote, according to vote results of the May 18 meeting filed with the SEC on Friday.

The plan had 92% support in 2021, according to that year’s SEC filing, and about 90% support the year before that.

Get the full story at our sister site, Medical Design & Outsourcing.

Henry Schein investors push back on executive pay

Stanley Bergman is CEO and chair of Henry Schein [Photo courtesy of Henry Schein]

Nearly half of Henry Schein (Nasdaq:HSIC) shareholders who voted at this month’s annual meeting voted against the company’s pay packages for top executives, according to a new SEC filing.

About 48.5% of voting shareholders voted against the company’s executive pay plan in what’s known as the Say-on-Pay vote, according to vote results of the May 18 meeting filed with the SEC on Friday. The plan had 92% support in 2021, according to that year’s SEC filing, and about 90% support the year before that.

Because these are advisory votes, they don’t require the board or management to take action and won’t affect executive pay unless the board takes steps on its own. But it’s a way for investors to put the board and top executives on notice.

Following the 2021 vote’s overwhelming support, t…

Zimmer Biomet narrowly avoids shareholder rebuke on executive pay

Zimmer Biomet CEO Bryan Hanson [Photo courtesy Zimmer Biomet]An unusually large share of Zimmer Biomet (NYSE:ZBH) investors voted against the orthopedics company’s pay packages for top executives at the annual shareholder meeting.

About 54 percent of voting shareholders supported the pay packages of the company’s five top-paid executives at the May 13 meeting, according to results filed with the SEC yesterday.

In 2021, nearly 93 percent of voting shareholders supported the executive compensation plan in what’s known as the Say on Pay vote, the company said in an SEC filing.

Get the full story at our sister site, Medical Design & Outsourcing.

Zimmer Biomet narrowly avoids shareholder rebuke on executive pay

Zimmer Biomet CEO Bryan Hanson [Photo courtesy Zimmer Biomet]

An unusually large share of Zimmer Biomet (NYSE:ZBH) investors voted against the orthopedics company’s pay packages for top executives at the annual shareholder meeting.

About 54 percent of voting shareholders supported the pay packages of the company’s five top-paid executives at the May 13 meeting, according to results filed with the SEC yesterday.

In 2021, nearly 93 percent of voting shareholders supported the executive compensation plan in what’s known as the Say on Pay vote, the company said in an SEC filing.

Because these are advisory votes, they don’t require the board or management to take action and won’t affect executive pay unless the board takes steps on its own. But it’s a way for investors to put the board and top executives on notice.

How much does the CEO of Zimmer Biomet and his t…

Abbott advises against mini-tender offer

Abbott (NYSE: ABT) appears to be part of the trend of large companies advising their shareholders to avoid unsolicited mini-tender offers.

The Abbott Park, Illinois–based maker of diagnostics, medical devices, nutritionals and branded generic medicines posted a news release today in which it advised shareholders to ignore an unsolicited mini-tender offer from TRC Capital Investment Corp. (TRC).

Mini-tender offers seek to buy less than 5% of a company’s shares from investors, enabling the offerer to avoid making the type of disclosures that the U.S. Securities and Exchange Commission requires of larger offerers. The SEC has cautioned investors to carefully scrutinize mini-tender offers to ensure they aren’t being caught off-guard on the price.

The TRC offer, scheduled to expire shortly after midnight on May 17, would purchase up to 1 million Abbott shares, representing 0.06% of the company’s outstanding shares, according to Abbott.

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