Integer Holdings approves 2026 Omnibus Incentive Plan and retention bonuses for CEO and top executives

Integer Holdings Corp

Stockholders approved the 2026 Omnibus Incentive Plan, adding 1,000,000 new shares plus carryover from prior plan.
Retention bonuses of $1.75M for CEO Payman Khales; $980k for Diron Smith; $816.75k for Lindsay Blackwood; $408k for Andrew Senn; $451.35k for Jim Stephens.
CEO employment agreement amended: upon termination without cause or good reason near change of control, performance equity vests at greater of target and actual.
Change of Control Agreements for four other named executives amended similarly, applying to termination within 24 months following a change of control.
All 11 directors elected, Deloitte & Touche ratified as auditor, and say-on-pay approved at the annual meeting.

item 5.02 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.97

Integer Holdings Corp shareholders approved Election of 11 directors for a one-year term.

Proposal: director election
Outcome: passed

Exact text from the filing

Proposal 1: To elect 11 directors for a one-year term until their successors have been elected and qualified:

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

Integer Holdings Corp shareholders approved Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.

Proposal: auditor ratification
Outcome: passed

Exact text from the filing

Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Integer Holdings Corporation for fiscal year 2026: FOR: 30,439,879 AGAINST: 523,970 ABSTAINED: 8,137

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

Integer Holdings Corp shareholders approved Advisory vote on the compensation of the named executive officers.

Proposal: say on pay
Outcome: passed

Exact text from the filing

Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers: FOR: 28,727,674 AGAINST: 393,504 ABSTAINED: 10,160 Broker NON-VOTE: 1,840,648

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

Integer Holdings Corp shareholders approved Approve the Integer Holdings Corporation 2026 Omnibus Incentive Plan.

Proposal: equity plan
Outcome: passed

Exact text from the filing

Proposal 4: To approve the Integer Holdings Corporation 2026 Omnibus Incentive Plan: FOR: 27,750,271 AGAINST: 1,378,718 ABSTAINED: 2,349 Broker NON-VOTE: 1,840,648

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63 shareholder votes filed in the last 30 days. Browse all shareholder votes →

Integer Holdings Corp filing history →

Source: SEC EDGAR

accession 0001114483-26-000021

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