Item 2.02. Results of Operations and Financial Condition.
On January 26, 2023, we issued the press release furnished as Exhibit 99.1. The
press release describes the results of our operations for the quarter ended
December 31, 2022.
The information furnished in this Current Report on Form 8-K under Item 2.02 and
the attached exhibit shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2023, our board of directors appointed Michael J. "Mick" Farrell
as chair of our board of directors. Mick Farrell is our chief executive officer
and a current director. The appointment was effective immediately.
Dr. Peter C. Farrell, our founder, who has served as chair of the board of
directors since the company was founded in 1989, will continue as a director and
as a non-officer employee of ResMed. In recognition of Dr. Farrell's long and
valuable service as chair, the board of directors appointed him to the new
director position of chair emeritus, effective immediately.
Ron Taylor will continue to serve as our lead director.
There are no compensation changes in connection with any of these appointments.
On January 26, 2023, we issued the press release furnished as Exhibit 99.2. The
press release announces the board position changes described above.
Item 8.01. Other Events.
On January 26, 2023, we announced that our board of directors declared a
quarterly cash dividend of US $0.44 per share. The dividend will have a record
date of February 9, 2023, payable on March 16, 2023. The dividend will be paid
in U.S. currency to holders of ResMed's common stock trading on the New York
Stock Exchange. Holders of CHESS Depositary Instruments trading on the
Australian Securities Exchange will receive an equivalent amount in Australian
currency, based on the exchange rate on the record date, and reflecting the 10:1
ratio between CDIs and NYSE shares. The ex-dividend date will be February 8,
2023, for common stockholders and for CDI holders. ResMed has received a waiver
from the ASX's settlement operating rules, which will allow ResMed to defer
processing conversions between its common stock and CDI registers from
February 8, 2023, through February 9, 2023, inclusive.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibits: Description of Document
99.1 Press Release dated January 26, 2023, regarding results of
operations
99.2 Press Release dated January 26, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL,
document)
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