Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 4, 2023

ALIGN TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-32259

94-3267295

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

410 North Scottsdale Road, Suite 1300, Tempe, Arizona 85288

(Address of Principal Executive Offices) (Zip Code)

(602) 742-2000

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock, $0.0001 par value	ALGN	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

The Board of Directors (the “Board”) of Align Technology, Inc. (“Align”) appointed Kevin T. Conroy, 58, and Mojdeh Poul, 60, to its Board, effective December 5, 2023. In connection with this appointment, the Board increased the size of the Board from eight to ten directors. Align expects Mr. Conroy and Ms. Poul to stand for election at the next annual meeting of stockholders scheduled to be held in May 2024.

Mr. Conroy and Ms. Poul will participate in the compensation program for non-employee directors as described under the heading “Director Compensation” in Align’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 5, 2023, except their annual retainers and equity grants will be prorated to reflect their service from the date of their appointment until the 2024 annual meeting of stockholders.

A copy of the press release announcing Mr. Conroy and Ms. Poul’s appointment to the Board is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release of Align Technology, Inc. Announcing Mojdeh Poul and Kevin Conroy Join Align Board of Directors
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						ALIGN TECHNOLOGY, INC.

			By:			/s/ John Morici
						John Morici Chief Financial Officer and Executive Vice President, Global Finance

Date: December 5, 2023

Align Confidential Exhibit 99.1

Align Technology Zeno Group

Madelyn Valente Sarah Johnson

(909) 833-5839 (828) 551-4201

mvalente@aligntech.com sarah.johnson@zenogroup.com

MOJDEH POUL AND KEVIN CONROY JOIN ALIGN TECHNOLOGY BOARD OF DIRECTORS

TEMPE, Ariz., SAN JOSE, Calif., MADISON, Wis., December 5, 2023 - Align Technology, Inc. (NASDAQ: ALGN) today announced that its Board of Directors has appointed Mojdeh Poul, former EVP and Group President of 3M Health Care and Kevin Conroy, President, Chief Executive Officer, and Chairman of the Board of Exact Sciences.

“I am pleased to welcome Mojdeh and Kevin to Align’s board of directors,” said Joe Hogan, president and CEO of Align Technology. “Each brings extensive experience across the healthcare industry that complements the depth and breadth of Align’s board. Mojdeh has led global businesses and operations in large multinational organizations and has deep expertise in business strategy and transformation, as well as commercial excellence. Kevin has an exceptional track-record for growth and his technical and clinical expertise, combined with a focus on digitally innovative solutions, have delivered amazing customer experiences. Mojdeh and Kevin are both outstanding additions to our board and I am confident that their knowledge and insights will benefit Align as we continue to drive the evolution of digital orthodontics and restorative dentistry globally.”

Mojdeh Poul (photo)

Mojdeh Poul was most recently executive vice president and group president of 3M Health Care where she was responsible for its global P&L, strategy, research & development, manufacturing and commercial operations. During her tenure at 3M, Ms. Poul held leadership roles, including executive vice president of Safety & Graphics Business Group, president of 3M Canada, and president of two divisions within the 3M Health Care Business Group. Prior to 3M, Ms. Poul held several leadership roles of increasing responsibility with Medtronic and Boston Scientific, two leading global medical technology companies. Prior to this, Ms. Poul held engineering positions with General Electric Plastics. Ms. Poul currently serves as a director of iRhythm Technologies and Stanley Black and Decker. Ms. Poul holds a M.B.A. degree from University of North Carolina, Chapel Hill, and M.Eng. and B.S. degrees in Mechanical Engineering from the University of Louisville.

Kevin Conroy (photo)

Kevin Conroy is President, Chief Executive Officer, and Chairman of the Board of Exact Sciences Corporation. He became CEO in 2009 and Chairman in 2014, transforming the organization into one of the world's premier cancer diagnostics companies. Mr. Conroy led Exact Sciences through the development and commercialization of its noninvasive colorectal cancer screening test, Cologuard®, which became the first medical device or diagnostic to receive simultaneous FDA approval and national Medicare coverage. Prior to Exact Sciences, Mr. Conroy served as CEO and president of Third Wave Technologies, held leadership positions at GE Healthcare, and practiced intellectual property law in private practice. Mr. Conroy formerly served as a director of Adaptive Biotechnologies Corporation, Epizyme, Inc., and SomaLogic, Inc. Mr. Conroy holds a J.D. degree from University of Michigan Law School and a B.S.E. degree in Electrical Engineering from Michigan State University.

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Ms. Poul and Mr. Conroy will be included in the company’s slate of director nominees in the proxy statement for Align’s 2024 Annual Meeting of Shareholders. Align’s board is comprised of 10 directors, four of whom will have been appointed in the last six years.

About Align Technology, Inc.

Align Technology designs and manufactures the Invisalign® System, the most advanced clear aligner system in the world, iTero™ intraoral scanners and services, and exocad™ CAD/CAM software. These technology building blocks enable enhanced digital orthodontic and restorative workflows to improve patient outcomes and practice efficiencies for over 252 thousand doctor customers and is key to accessing Align’s 600 million consumer market opportunity worldwide. Over the past 26 years, Align has helped doctors treat 16.4 million patients with the Invisalign System and is driving the evolution in digital dentistry through the Align Digital Platform™, our integrated suite of unique, proprietary technologies and services delivered as a seamless, end-to-end solution for patients and consumers, orthodontists and GP dentists, and lab/partners. Visit www.aligntech.com for more information.

For additional information about the Invisalign system or to find an Invisalign doctor in your area, please visit www.invisalign.com. For additional information about the iTero digital scanning system, please visit www.itero.com. For additional information about exocad dental CAD/CAM offerings and a list of exocad reseller partners, please visit www.exocad.com.

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Document and Entity Information Document and Entity Information	Dec. 04, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 04, 2023
Entity Registrant Name	ALIGN TECHNOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-32259
Entity Tax Identification Number	94-3267295
Entity Address, Address Line One	410 North Scottsdale Road, Suite 1300
Entity Address, City or Town	Tempe
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85288
City Area Code	602
Local Phone Number	742-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	ALGN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001097149
Amendment Flag	false