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Get filing alertsInteger Holdings settles with activist Irenic Capital, adds two directors to board
Filed March 12, 2026 · Period ending March 9, 2026 · ~1 min read
Key Changes
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Integer reached cooperation agreement with activist investor Irenic Capital, adding two new directors: James F. Flanagan and Aaron Kapito (Irenic's designee). Two current directors will not stand for re-election at 2026 annual meeting.
Item 5.02 verify on EDGAR → -
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Board size expanded to 13 members immediately, then will reduce to 11 after 2026 annual meeting. Flanagan joins Audit Committee, Kapito joins Compensation Committee, both join Technology Strategy Committee.
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Irenic agreed to standstill restrictions and voting commitments for an undisclosed amount one year, preventing further activist campaigns. Activist withdrew competing director slate for 2026 meeting.
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Irenic retains right to replace its designated director if needed, provided it maintains at least 1.5% ownership stake. Agreement includes mutual non-disparagement provisions.
Item 1.01 verify on EDGAR →
Summary
Integer Holdings has reached a settlement with activist investor Irenic Capital Management, avoiding what could have been a contentious proxy fight. The cooperation agreement adds two new directors to the board—one selected by the company and one by Irenic—while two incumbent directors will step down at the 2026 annual meeting.
This represents a significant board refresh, with the activist securing representation and the board shrinking from 13 to 11 members for improved governance efficiency. For retail investors, activist settlements often signal that management has agreed to address performance or strategic concerns raised by sophisticated investors.
The one-year standstill period provides stability while the new directors work with management, but also means Irenic could resume activist activities in early 2027 if dissatisfied with progress. The board composition changes and size reduction suggest Irenic successfully pushed for governance improvements. Watch for Integer's 2026 proxy statement for details on which directors are departing and any strategic initiatives the refreshed board pursues. Also monitor whether Irenic maintains or increases its stake during the cooperation period, as stake changes could signal confidence or concern about the company's direction.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 9, 2026 (the “Effective Date”), Integer Holdings Corporation (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) by and among the Company, Irenic Capital Management LP, a Delaware limited partnership, Irenic Capital Management GP LLC, a Delaware limited liability company, Irenic Capital Evergreen Master Fund LP, a Cayman Islands limited partnership, and Irenic Capital Evergreen Fund GP LLC, a Delaware limited liability company (together, the “Irenic Parties”).
Integer Holdings entered into a cooperation agreement with activist investor Irenic Capital on March 9, 2026. This type of agreement typically follows activist investor pressure and represents a negotiated settlement to avoid a proxy contest. The agreement includes board composition changes and operational commitments.
Added in current filing · verify on EDGAR →
In connection with the Cooperation Agreement, the Board agreed to limit the size of the Board to no more than (i) 13 members until the 2026 Annual Meeting and (ii) 11 members as of the conclusion of the 2026 Annual Meeting until the expiration of the Cooperation Period.
The board will be capped at 13 members until the 2026 annual meeting, then reduced to 11 members afterward. This board size reduction is a common activist demand aimed at improving governance efficiency and director accountability.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Cooperation Agreement further provides that in the event that the Investor Designated Director is unable or unwilling to serve as a Director, resigns as a Director, is removed as a Director or ceases to be a Director of the Company for any other reason prior to the expiration of the Cooperation Period (as defined below), the Irenic Parties shall be entitled to designate a substitute director, subject to the approval of the Corporate Governance and Nominating Committee of the Board (such approval not to be unreasonably withheld, conditioned or delayed); provided, that, in each case, at such time the Irenic Parties beneficially own a “net-long position” of, or have aggregate net-long economic exposure to, at least 1.5% of the Company’s then-outstanding common stock.
Irenic Capital retains the right to replace its designated director if needed, as long as it maintains at least 1.5% ownership. This provision ensures the activist maintains board representation throughout the cooperation period, subject to reasonable approval by the nominating committee.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Pursuant to the Cooperation Agreement, the Board appointed the Cooperation Agreement Directors as members of the Board, at which time it also increased the size of the Board to 13, effective March 12, 2026.
The company expanded its board from an implied 11 members to 13 members by appointing two new directors (referred to as Cooperation Agreement Directors) effective March 12, 2026. These appointments were made pursuant to a cooperation agreement, suggesting a settlement with activist investors or other stakeholders. The new directors will serve until the 2026 Annual Meeting.
Added in current filing · verify on EDGAR →
Mr. Flanagan will serve as a member of the Audit Committee, Mr. Kapito will serve as a member of the Compensation and Organization Committee, and each of Messrs. Flanagan and Kapito will serve as members of the Technology Strategy Committee.
The two newly appointed directors, Flanagan and Kapito, received specific committee assignments. Flanagan joins the Audit Committee, Kapito joins the Compensation and Organization Committee, and both join the Technology Strategy Committee. These assignments give the new directors oversight roles in financial reporting, executive compensation, and technology strategy.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Cooperation Agreement Directors will be entitled to receive compensation in accordance with the Company’s Director Compensation Policy and as such compensation was described in the Company’s Annual Proxy Statement, filed with the Securities and Exchange Commission on April 7, 2025.
The new directors will receive standard director compensation as outlined in the company's existing Director Compensation Policy, previously disclosed in the April 7, 2025 proxy statement. No special compensation arrangements were made for these appointments.
Event · Item 7.01 — Regulation FD Disclosure
Integer Holdings entered a Cooperation Agreement and appointed new directors, disclosed via press release on March 12, 2026.
Added in current filing · verify on EDGAR →
On March 12, 2026, the Company issued a press release announcing its entry into the Cooperation Agreement and the appointments of the Cooperation Agreement Directors.
Integer Holdings disclosed entering into a Cooperation Agreement and appointing new directors referred to as 'Cooperation Agreement Directors.' The 8-K does not provide details about the parties involved, the terms of the agreement, or the identities of the new directors, as this information is contained in the referenced press release exhibit.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
10.1 Cooperation Agreement, by and among the Company, Irenic Capital Management LP, Irenic Capital Management GP LLC, Irenic Capital Evergreen Master Fund LP and Irenic Capital Evergreen Fund GP LLC, dated as of March 9, 2026
Integer Holdings has entered into a cooperation agreement with Irenic Capital, an investment firm. Such agreements typically arise when an activist investor takes a stake in a company and negotiates terms regarding board representation, strategic direction, or governance changes. The specific terms are contained in the attached exhibit but not detailed in the 8-K body.
Added in current filing · verify on EDGAR →
99.1 Press Release dated March 12, 2026
The company issued a press release on March 12, 2026, likely providing public disclosure and context around the cooperation agreement with Irenic Capital. Press releases accompanying cooperation agreements typically outline the parties' commitments and any immediate governance or strategic changes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify