--- schema_version: "secwatch.filing_event.v1" accession: "0001639691-23-000057" form_type: "8-K" ticker: "LIVN" cik: "0001639691" company_name: "LivaNova PLC" filed_at: "2023-06-16T23:59:59+00:00" generated_at: "2026-06-13T22:48:21.614394+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # LivaNova shareholders approve amended 2022 incentive plan; increases share pool by 650,000 ## Summary - Shareholders approved Amended & Restated 2022 Incentive Award Plan; options/SARs pool increased from 1,900,000 to 2,250,000 shares; other awards pool from 1,200,000 to 1,500,000 shares. - All nine director nominees elected; say-on-pay passed with 37,436,778 votes for, 3,095,082 against. - Ratification of PwC as independent auditor for 2023 passed with 43,883,022 votes for, 39,922 against. ## SEC filing metadata - accession: 0001639691-23-000057 - form_type: 8-K - ticker: LIVN - cik: 0001639691 - company_name: LivaNova PLC - filed_at: 2023-06-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/livn-20230612.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001639691-23-000057 - JSON: https://secwatch.observer/filing/0001639691-23-000057.json - Plain text: https://secwatch.observer/filing/0001639691-23-000057.txt ## Key facts - Shareholder Votes LivaNova PLC shareholders approved Ordinary resolution to re-appoint PricewaterhouseCoopers LLP as UK statutory auditor for 2023. - Proposal: auditor ratification - Outcome: passed source text: Votes For Votes Against Votes Abstained Broker Non-Votes 43,882,990 39,754 14,974 0 10. Ordinary resolution to authorize the directors evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Ordinary resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023. - Proposal: auditor ratification - Outcome: passed source text: 3. Ordinary resolution to ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership ("PwC USA"), as the Company’s independent registered public accounting firm for 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Ordinary resolution to receive and adopt the Company’s audited UK statutory accounts at the 2022-12-31 meeting. - Outcome: passed - Meeting: 2022-12-31 source text: 8. Ordinary resolution to receive and adopt the Company’s audited UK statutory accounts for the year ended December 31, 2022, together with the reports of the directors and auditors thereon. evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Ordinary resolution to approve the Amended and Restated LivaNova PLC 2022 Incentive Award Plan. - Proposal: equity plan - Outcome: passed source text: 4. Ordinary resolution to approve the Amended and Restated LivaNova PLC 2022 Incentive Award Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Ordinary resolution to approve, on an advisory basis, the UK directors’ remuneration report at the 2022-12-31 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-12-31 source text: 7. Ordinary resolution to approve, on an advisory basis, the United Kingdom (“UK”) directors’ remuneration report in the form set out in the Company’s UK annual report for the period ended December 31, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Ordinary resolution to authorize the directors. - Outcome: passed source text: 10. Ordinary resolution to authorize the directors evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Election of directors for a term expiring at the AGM to be held in 2024. - Proposal: director election - Outcome: passed source text: Ordinary resolution to elect, by separate resolutions, each of the following nine (9) directors for a term expiring at the AGM to be held in 2024: evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Special Resolution to empower directors to allot equity securities for cash without pre-emption rights. - Outcome: passed source text: Votes For Votes Against Votes Abstained Broker Non-Votes 43,107,358 814,021 16,339 0 7. Ordinary resolution to approve, on an advisory basis, the United Kingdom (“UK”) directors’ remuneration report in the form set out in the Company’s UK annual report for the period ended December 31, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Ordinary resolution to approve, on an advisory basis, the Company’s compensation of its named executive officers ("US Say-on-Pay"). - Proposal: say on pay - Outcome: passed source text: 2. Ordinary resolution to approve, on an advisory basis, the Company’s compensation of its named executive officers (“US Say-on-Pay”). evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm - Shareholder Votes LivaNova PLC shareholders approved Ordinary resolution to generally and unconditionally authorize the directors to allot shares. - Outcome: passed source text: Votes For Votes Against Votes Abstained Broker Non-Votes 43,540,473 381,719 15,526 0 6. Special Resolution subject to the passing of resolution 5 and in accordance with sections 570 and 573 of the Companies Act, to empower the directors generally to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authority conferred by resolution 5, and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act (existing shareholders’ pre-emption rights) did not apply to any such allotment or sale, provided that this power is limited to the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £10,770,848, provided that: (A) (unless previously revoked, varied or renewed by the Company) this evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969123000057/0001639691-23-000057-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.