--- schema_version: "secwatch.filing_event.v1" accession: "0001639691-26-000053" form_type: "8-K" ticker: "LIVN" cik: "0001639691" company_name: "LivaNova PLC" filed_at: "2026-06-11T13:07:43+00:00" generated_at: "2026-06-11T13:08:14.549449+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.1 calibrated_materiality_score: 0.1 confidence: "high" source: SEC EDGAR --- # LivaNova shareholders approve all 10 proposals at 2026 AGM ## Summary - All 11 director nominees elected with >99% support, including new members. - Advisory say-on-pay passed with 49.3M for vs 0.5M against. - PwC-U.S. ratified as auditor for 2026 with 51.2M for votes. - Share repurchase authority approved for up to 10% of outstanding shares. - UK directors' remuneration report and statutory accounts adopted. ## SEC filing metadata - accession: 0001639691-26-000053 - form_type: 8-K - ticker: LIVN - cik: 0001639691 - company_name: LivaNova PLC - filed_at: 2026-06-11T13:07:43+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.1 - calibrated_materiality_score: 0.1 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/livn-20260610.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001639691-26-000053 - JSON: https://secwatch.observer/filing/0001639691-26-000053.json - Plain text: https://secwatch.observer/filing/0001639691-26-000053.txt ## Key facts - Shareholder Votes LivaNova PLC shareholders approved Elect Francesco Bianchi as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Mr. Francesco Bianchi Votes For Votes Against Votes Abstained Broker Non-Votes 49,294,527 517,219 17,093 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Disapply pre-emption rights for allotment of shares under section 570 of the Companies Act at the 2026-06-10 meeting. - Outcome: passed - Meeting: 2026-06-10 source text: Votes For Votes Against Votes Abstained Broker Non-Votes 50,660,968 881,748 122,591 — 6. Ordinary resolution to approve, for the purposes of section 694 of the Companies Act, the terms of the proposed share repurchase contracts set out in Appendix A and Appendix B of the Proxy Statement (the “Share Repurchase Contracts”) and to authorize the Company to enter into a Share Repurchase Contract with any of the Approved Counterparties (as defined in the Proxy Statement) provided that: (A) the maximum aggregate number of Ordinary Shares that may be purchased pursuant to the Share Repurchase Contracts shall not exceed 10% of the total issued Ordinary Shares of the Company as at 5:00 pm Eastern Time on April 13, 2026 as adjusted on a proportionate basis to take into account any consolidation or division of shares from time to time; and (B) (unless previously revoked, varied or renewed by the Com evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect Stacy Enxing Seng as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Ms. Stacy Enxing Seng Votes For Votes Against Votes Abstained Broker Non-Votes 49,343,880 470,546 14,413 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect Todd Schermerhorn as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Mr. Todd Schermerhorn Votes For Votes Against Votes Abstained Broker Non-Votes 49,508,349 302,599 17,891 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect Peter Wilver as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Mr. Peter Wilver Votes For Votes Against Votes Abstained Broker Non-Votes 49,647,347 161,581 19,911 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect J. Christopher Barry as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Mr. J. Christopher Barry Votes For Votes Against Votes Abstained Broker Non-Votes 49,450,193 360,942 17,704 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Advisory vote on named executive officer compensation (U.S. Say on Pay) at the 2026-06-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-10 source text: 2. Ordinary resolution to approve, on an advisory basis, the Company’s compensation of its named executive officers (“U.S. Say on Pay”). Votes For Votes Against Votes Abstained Broker Non-Votes 49,311,078 499,536 18,225 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect Brooke Story as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Ms. Brooke Story Votes For Votes Against Votes Abstained Broker Non-Votes 49,349,241 462,872 16,726 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect Vladimir Makatsaria as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Mr. Vladimir Makatsaria Votes For Votes Against Votes Abstained Broker Non-Votes 49,712,270 102,361 14,208 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Authorize directors to allot shares under section 551 of the Companies Act at the 2026-06-10 meeting. - Outcome: passed - Meeting: 2026-06-10 source text: Votes For Votes Against Votes Abstained Broker Non-Votes 51,098,550 444,170 122,587 — 5. Special resolution subject to the passing of resolution 4 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 4, 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 £10,985,296 , provided that: (A) (unless previously revoked, varied, or renewed by the Company) t evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect Donald Zurbay as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Mr. Donald Zurbay Votes For Votes Against Votes Abstained Broker Non-Votes 49,714,058 96,890 17,891 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Approve share repurchase contracts and authorize entry into repurchase contracts with approved counterparties at the 2026-06-10 meeting. - Outcome: passed - Meeting: 2026-06-10 source text: 6. Ordinary resolution to approve, for the purposes of section 694 of the Companies Act, the terms of the proposed share repurchase contracts set out in Appendix A and Appendix B of the Proxy Statement (the “Share Repurchase Contracts”) and to authorize the Company to enter into a Share Repurchase Contract with any of the Approved Counterparties (as defined in the Proxy Statement) evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect William A. Kozy as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Mr. William A. Kozy Votes For Votes Against Votes Abstained Broker Non-Votes 49,471,660 340,680 16,499 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Ratify appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 at the 2026-06-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-10 source text: 3. Ordinary resolution to ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“PwC-U.S.”), as the Company’s independent registered public accounting firm for 2026. Votes For Votes Against Votes Abstained Broker Non-Votes 51,221,138 414,830 29,339 — evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect Susan Podlogar as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Ms. Susan Podlogar Votes For Votes Against Votes Abstained Broker Non-Votes 49,676,374 138,263 14,202 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm - Shareholder Votes LivaNova PLC shareholders approved Elect Jette Nygaard-Andersen as director at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Ms. Jette Nygaard-Andersen Votes For Votes Against Votes Abstained Broker Non-Votes 49,714,402 97,584 16,853 1,836,468 evidence_url: https://www.sec.gov/Archives/edgar/data/1639691/000163969126000053/0001639691-26-000053-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.