Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 15, 2024

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-15317

98-0152841

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9001 Spectrum Center Blvd.

San Diego, California 92123

(Address of Principal Executive Offices)

(858) 836-5000

(Registrant’s telephone number, including area code)

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 each exchange

on which registered

Common Stock, $0.004 par value

RMD

NYSE

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

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 Arrangements of Certain Officers

On August 15, 2024, ResMed Inc. appointed Christopher DelOrefice to serve on its board of directors, with a term expiring at ResMed’s 2024 annual meeting of stockholders on November 21, 2024, or until Mr. DelOrefice’s earlier death, disability, resignation or removal. Mr. DelOrefice, age 53, is the executive vice president and chief financial officer of Becton Dickinson and Company and has served in that role since September 2021. Previously, he served as Vice President, Investor Relations at Johnson & Johnson from August 2018 to September 2021 and Chief Financial Officer of North America Hospital Medical Devices, Johnson & Johnson from June 2017 to August 2018. Mr. DelOrefice will serve on ResMed’s audit committee.

Mr. DelOrefice was not selected to serve on ResMed’s board of directors under any arrangement or understanding between Mr. DelOrefice and any other person. ResMed is not aware of any transactions with Mr. DelOrefice that would require disclosure under Item 404(a) of Regulation S-K.

In accordance with ResMed’s customary practice, ResMed is entering into its standard form of indemnification agreement with Mr. DelOrefice, which will require ResMed to indemnify him against certain liabilities that may arise as result of his status or service as a director. The description of Mr. DelOrefice’s indemnification agreement is qualified in its entirety by the full text of ResMed’s standard form of indemnification agreement, which is incorporated here by reference to Exhibit 10.1 to ResMed’s current report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2009.

As a non-executive director, Mr. DelOrefice will participate in ResMed’s director compensation program on a pro rata basis, as described under the caption “Director Compensation—2023” in ResMed’s proxy statement filed with the Securities and Exchange Commission on October 5, 2023.

A copy of ResMed’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.

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Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits


Exhibits:		Description of Document

99.1		Press Release dated August 15, 2024, regarding results of operations

104		Cover Page Interactive Data File (embedded within the Inline XBRL, document)

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SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.


Date: August 16, 2024		RESMED INC.
	(registrant)

	By:	/s/ Michael Rider
	Name: Michael Rider
	Its: Secretary

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Exhibit 99.1

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For investors		For media
+1 858.836.5971		+1 619.510.1281
investorrelations@resmed.com		news@resmed.com

ResMed Expands its Board of Directors and Appoints Healthcare Executive and Seasoned Finance Leader Christopher DelOrefice to its Board

•

DelOrefice is the Chief Financial Officer at BD, one of the largest global MedTech companies in the world

•

Board appointment brings over 30 years of strategic and operational finance expertise

SAN DIEGO, August 15, 2024 – ResMed (NYSE: RMD, ASX: RMD) today announced it has expanded the size of its board of directors to 11 and has elected Christopher DelOrefice to the board, effective immediately. Mr. DelOrefice was appointed during ResMed’s regularly scheduled board meeting on August 15, 2024, and will stand for re-election with the rest of ResMed’s directors at its annual meeting on November 21, 2024. Mr. DelOrefice has also been appointed as a member of ResMed’s board audit committee.

DelOrefice currently serves as executive vice president and chief financial officer (CFO) of Becton, Dickinson and Company (BD) and brings over 30 years of audit, finance, and strategic expertise to augment and strengthen ResMed’s diverse board. Before joining BD in September 2021, DelOrefice served in many roles at Johnson & Johnson (J&J), including most recently as vice president of investor relations and previously as CFO of J&J’s consumer and medical device business segments for North America, along with roles in finance leadership for supply chain, corporate mergers and acquisitions, consumer research and development, and business development for J&J’s North America pharmaceutical business. Before J&J, DelOrefice held positions of increasing responsibility in accounting, global audit, and financial reporting at AstraZeneca, AET Films, and Ametek.

“I’m pleased to welcome Christopher DelOrefice to ResMed’s Board,” said Mick Farrell, Chairman and CEO of ResMed. “Chris has proven himself an experienced global leader in corporate finance and business strategy, as well as in global operations management across multiple business sectors, including in his current role as CFO of a multi-billion dollar, global MedTech company. My fellow board members and I were impressed with Chris’ achievements, as well as his humility, hard-working nature, and leadership capabilities, all of which are highly relevant to his service as a ResMed director. Chris’ financial experience in healthcare and medical technology at BD, J&J, and AstraZeneca will complement the leaders already serving as ResMed directors.”

DelOrefice holds a Master of Business Administration and a Bachelor of Science in Accounting from Villanova University. He remains actively engaged in student career mentoring and development initiatives at his alma mater. DelOrefice received his certified public accountant (CPA) license (inactive) from the Commonwealth of Pennsylvania.

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ResMed expands its board of directors and appoints Christopher DelOrefice to the board				Page 2 of 2

About ResMed

At ResMed (NYSE: RMD, ASX: RMD) we pioneer innovative solutions that treat and keep people out of the hospital, empowering them to live healthier, higher-quality lives. Our digital health technologies and cloud-connected medical devices transform care for people with sleep apnea, COPD, and other chronic diseases. Our comprehensive out-of-hospital software platforms support the professionals and caregivers who help people stay healthy in the home or care setting of their choice. By enabling better care, we improve quality of life, reduce the impact of chronic disease, and lower costs for consumers and healthcare systems in more than 140 countries. To learn more, visit ResMed.com and follow @ResMed.

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Document and Entity Information	Aug. 15, 2024
Cover [Abstract]
Entity Registrant Name	RESMED INC
Entity Address, Country	US
Amendment Flag	false
Entity Central Index Key	0000943819
Document Type	8-K
Document Period End Date	Aug. 15, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-15317
Entity Tax Identification Number	98-0152841
Entity Address, Address Line One	9001 Spectrum Center Blvd.
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92123
City Area Code	(858)
Local Phone Number	836-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.004 par value
Trading Symbol	RMD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false