DEFA14A: LivaNova Adds Executive Compensation Vote Frequency Proposal to 2024 AGM Agenda

LivaNova PLC is supplementing its proxy statement for the 2024 Annual General Meeting to include a non-binding advisory vote on the frequency of executive compensation votes.

Summary

• LivaNova PLC is supplementing its proxy statement for the upcoming 2024 Annual General Meeting (AGM) to include Proposal No.
• 12, a non-binding advisory vote on the frequency of holding an advisory vote on the compensation of the company's named executive officers (NEOs).
• This addition is required by SEC rules and asks shareholders to indicate whether they prefer an advisory vote on executive compensation every 1, 2, or 3 years.
• The Board of Directors recommends a frequency of every 1 year, believing it will lead to more meaningful and timely communication with shareholders on executive compensation.
• The AGM is scheduled for June 11, 2024, and shareholders are urged to read the supplement carefully along with the original proxy statement.
• If shareholders have already voted, they can submit a new proxy to ensure their vote is counted on Proposal No.
• 12, as previous votes will not be counted for this new proposal.

Sentiment

Score: 7

Explanation: The document is neutral to slightly positive. It addresses a procedural matter (adding a proposal) and emphasizes shareholder engagement, which is generally viewed favorably. There are no indications of financial distress or negative performance.

Positives

• The Board believes that an annual advisory vote on executive compensation will lead to more meaningful and timely communication with shareholders.
• Shareholders are given the opportunity to express their preference on the frequency of say-on-pay votes.

Negatives

• The need for a supplement indicates an initial oversight in the proxy statement preparation.

Risks

• The advisory vote is non-binding, meaning the Board is not obligated to follow the shareholders' preferred frequency.
• If shareholders do not submit a new proxy, their previous vote will not be counted for Proposal No. 12.

Future Outlook

The company will consider the outcome of the advisory vote on the frequency of say-on-pay votes when determining the frequency of future advisory votes on executive compensation.

Management Comments

• The Compensation and Human Capital Management Committee and the Board believe that the advisory vote on executive compensation should be conducted every year because it will enable our shareholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in our proxy statement, leading to more meaningful and timely communication between us and our shareholders on the compensation of our NEOs.

Industry Context

Say-on-pay votes and say-on-frequency votes are common practices for publicly traded companies to provide shareholders with a voice on executive compensation matters, aligning with corporate governance best practices.

Comparison to Industry Standards

• Annual say-on-pay votes are a common practice among US publicly traded companies, aligning with the recommendations of many institutional investors and proxy advisory firms like ISS and Glass Lewis.
• Companies like Medtronic, Boston Scientific, and Abbott also conduct annual say-on-pay votes, reflecting a trend towards increased shareholder engagement on executive compensation matters.

Stakeholder Impact

• Shareholders have the opportunity to express their opinion on the frequency of executive compensation votes.
• The outcome of the vote may influence the company's approach to executive compensation and shareholder engagement.

Next Steps

• Shareholders should review the supplement and the original proxy statement.
• Shareholders should vote on Proposals 1 through 12 by following the methods described in the Proxy Statement.
• The company will hold the Annual General Meeting on June 11, 2024.

Key Dates

Keywords

proxy statement, annual general meeting, executive compensation, say-on-pay, shareholder vote, LivaNova, AGM, frequency, advisory vote