false 0001142596 0001142596 2020-04-16 2020-04-16







Washington, D.C. 20549





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

Date of Report (Date of earliest event reported): April 16, 2020


NuVasive, Inc.

(Exact name of registrant as specified in its charter)






(State or Other Jurisdiction

of Incorporation)


File Number)

(I.R.S. Employer

Identification Number)




7475 Lusk Boulevard, San Diego, California 92121

(Address of principal executive offices) (Zip Code)




(858) 909-1800

(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 each exchange on which registered

Common Stock, par value $0.001 per share


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 (§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 April 16, 2020, the Board of Directors (the “Board”) of NuVasive, Inc. (the “Company”) completed a process to reclassify the membership of the Board’s three Director classes into three classes of equal size. In order to achieve an equal apportionment of membership among the Board’s three classes of Directors, the Board determined that one of its members should be reclassified from Class II (with a term expiring at the Company’s 2021 Annual Meeting of Stockholders) to Class I (with a term expiring at the Company’s 2020 Annual Meeting of Stockholders).  Accordingly, effective April 16, 2020, J. Christopher Barry, the Company’s Chief Executive Officer and a member of the Board, resigned from his position as a Class II Director, subject to and conditioned upon his immediate reappointment as a Class I Director. The Board accepted Mr. Barry’s resignation and immediately reappointed him as a Class I Director. The resignation and reappointment of Mr. Barry was effected solely for the purpose of reclassifying the members of the Board into three classes of equal size, and for all other purposes, Mr. Barry’s service on the Board is deemed to have continued uninterrupted. Following Mr. Barry’s reappointment as a Class I Director, each of the Company’s three classes of Directors consists of three members.



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.









Date: April 16, 2020


/s/ Matthew K. Harbaugh



Matthew K. Harbaugh



Executive Vice President and Chief Financial Officer