LivaNova : 2024 Proxy Statement and Notice of Annual General Meeting

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2024 Annual General Meeting (the "AGM") of Shareholders of LivaNova PLC, a public limited company having its registered office at 20 Eastbourne Terrace, London W2 6LG, United Kingdom and incorporated in England and Wales with company number 09451374 ("LivaNova" or the "Company"), will be held as follows:

Date and Time:	Tuesday, June 11, 2024
	3:00 pm British Summer Time/10:00 am Eastern Time
Virtual Meeting Site:	www.meetnow.global/MS6WDW6
Shareholders Eligible to	Shareholders of record at the close of The Nasdaq Stock Market LLC
Attend:	exchange on April 15, 2024 (the "Record Date") may attend the meeting.
	If you plan to attend the meeting, please follow the registration
	instructions as outlined in this proxy statement. The meeting is a virtual
	meeting; no physical meeting will be held.
	Members who are entitled to attend and vote are also entitled to appoint
	another person as a proxy to exercise all or any of his/her rights to attend,
	speak and vote at the meeting on his/her behalf in respect of the ordinary
	shares with nominal value £1 per share (each, an "Ordinary Share") held
	by him/her.
	For information on attending and voting at the meeting and appointing a
	proxy, see LivaNova's "Frequently Asked Questions about the Annual
	General Meeting".
Number of Votes	The Company only has one class of voting share, being the Ordinary
Outstanding:	Shares. On April 15, 2024, there were 54,151,062 Ordinary Shares in issue
	and entitled to vote, each carrying one vote per share.

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ITEMS OF BUSINESS AND BOARD VOTING RECOMMENDATIONS

No.		Proposed Resolution	Board Voting
			Recommendations
1	Ordinary Resolution: To elect, by separate resolutions, each of the	For (in respect of
	following nine (9) directors for a term expiring at the AGM to be held in	each nominee)
	2025 ("2025 AGM"):
	a.	J. Christopher Barry
	b.	Francesco Bianchi
	c.	Stacy Enxing Seng
	d.	William Kozy
	e.	Vladimir Makatsaria
	f.	Dr. Sharon O'Kane
	g.	Todd Schermerhorn
	h.	Brooke Story
	i.	Peter Wilver
2	Ordinary Resolution: To approve, on an advisory basis, the Company's	For
	compensation of its named executive officers ("US Say on Pay").
3	Ordinary Resolution: To ratify the appointment of	For
	PricewaterhouseCoopers LLP, a Delaware limited liability partnership
	("PwC-US"), as the Company's independent registered public accounting
	firm for 2024.
4	Ordinary Resolution: To approve Amendment No. 1 to the Amended and	For
	Restated LivaNova PLC 2022 Incentive Award Plan.
5	Ordinary Resolution: To approve Amendment No. 2 to the LivaNova	For
	PLC 2015 Incentive Award Plan.
6	Ordinary Resolution: To generally and unconditionally authorize the	For
	directors, for the purposes of section 551 of the Companies Act 2006 (the
	"Companies Act") to exercise all powers of the Company to allot shares
	in the Company and to grant rights to subscribe for, or to convert any
	security into, shares in the Company up to an aggregate nominal amount
	of £10,830,212, provided that:
	(A)	(unless previously revoked, varied or renewed by the Company) this
		authority will expire at the end of the next annual general meeting of
		the Company or, if earlier, the close of business on the date that is
		fifteen (15) months after the date on which this resolution is passed,
		save that the directors may, before this authority expires, make offers
		or agreements which would or might require shares in the Company
		to be allotted, or rights to subscribe for, or convert securities into,
		shares to be granted, after its expiry and the directors may allot
		shares or grant rights to subscribe for, or convert securities into,
		shares pursuant to such offers or agreements as if this authority had
		not expired; and
	(B)	this authority replaces all subsisting authorities previously granted
		to the directors for the purposes of section 551 of the Companies

Act which, to the extent unused at the date of this resolution, are revoked with immediate effect without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities.

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No.		Proposed Resolution	Board Voting
			Recommendations
7	Special Resolution: Subject to the passing of resolution 6 and in	For
	accordance with sections 570 and 573 of the Companies Act, to empower
	the directors generally to allot equity securities (as defined in section 560
	of the Companies Act) for cash pursuant to the authority conferred by
	resolution 6, and/or to sell Ordinary Shares (as defined in section 560 of
	the Companies Act) held by the Company as treasury shares for cash, in
	each case as if section 561 of the Companies Act (existing shareholders'
	pre-emption rights) did not apply to any such allotment or sale, provided
	that this power is limited to the allotment of equity securities or sale of
	treasury shares for cash up to an aggregate nominal amount of
	£10,830,212, provided that:
	(A)	(unless previously revoked, varied or renewed by the Company) this
		power will expire at the end of the next annual general meeting of
		the Company or, if earlier, the close of business on the date that is
		fifteen (15) months after the date on which this resolution is passed,
		save that the directors may, before this power expires, make offers or
		agreements which would or might require equity securities to be
		allotted and/or treasury shares to be sold after its expiry and the
		directors may allot equity securities and/or sell treasury shares
		pursuant to such offers or agreement as if this power had not
		expired; and
	(B)	this power replaces (except for any power conferred by resolution 6)
		all subsisting powers previously granted to the directors for the
		purposes of section 570 of the Companies Act which, to the extent
		unused at the date of this resolution, are revoked with immediate
		effect, without prejudice to any allotment of equity securities already
		made, offered or agreed to be made under such powers.
8	Ordinary Resolution: To approve, on an advisory basis, the United	For
	Kingdom ("UK") directors' remuneration report in the form set out in
	the Company's UK annual report (the "UK Annual Report") for the
	period ended December 31, 2023.
9	Ordinary Resolution: To receive and adopt the Company's audited UK	For
	statutory accounts for the year ended December 31, 2023, together with
	the reports of the directors and auditors thereon.
10	Ordinary Resolution: To re-appoint PricewaterhouseCoopers LLP, a	For
	limited liability partnership organized under the laws of England
	("PwC-UK"), as the Company's UK statutory auditor for 2024.
11	Ordinary Resolution: To authorize the directors and/or the Audit and	For
	Compliance Committee to determine the remuneration of the Company's
	UK statutory auditor.

Section 527 Notice - Website Materials

Under section 527 of the Companies Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or section 528 of the Companies Act. Where the Company is required to place a statement on a website under section 527 of the Companies Act, it must forward the statement to the Company's auditor not later than the time when it makes the

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statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act to publish on a website.

This notice and proxy statement is being mailed or made available to shareholders on April 26, 2024.

By order of the Board of Directors,

Michael Hutchinson

Senior Vice President,

Chief Legal Officer and Company Secretary

London, United Kingdom

April 26, 2024

Important Notice Regarding the Availability of Proxy Materials for the AGM to be held on June 11, 2024. The Notice of Meeting, Proxy Statement, Annual Report on Form 10-K and UK Annual Report are available free of charge at www.livanova.com. All website addresses given in this document and proxy statement are for informational purposes only and are not intended to be an active link or to incorporate any website information into this document or the proxy statement.

PLEASE VOTE. YOUR VOTE IS IMPORTANT TO US.

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Attending the AGM

The AGM will be a virtual meeting conducted exclusively by webcast.

You may attend the AGM if you were a shareholder of the Company as of the close of business on April 15, 2024, or if you hold a valid proxy for the AGM. To attend, vote and submit questions during the AGM, please go to www.meetnow.global/MS6WDW6. You will also need the control number included with your proxy materials.

Voting

Please note that you will need the control number included with your proxy materials to vote in advance of or at the AGM.

In advance of the AGM, please vote in one of the following ways:

Internet

www.envisionreports.com/LIVN and use the 15 Digit Control Number in the shaded area of your proxy Card or Notice Card or as directed by your broker, as the case may be

Telephone

Call the number on your proxy card

By mail

Sign, date and return your proxy card in the enclosed envelope

At the meeting, please vote by:

Attending virtually at www.meetnow.global/MS6WDW6. and using your control number to record your vote.

Additional information regarding attending the AGM and voting is included in this proxy statement starting on page 87.

Resolutions and Voting

Voting on a Poll

In accordance with LivaNova's Articles of Association, all voting at the Company's AGM is done on a poll.

Ordinary and Special Resolutions

The Companies Act specifies a number of matters that must be effected by special resolution of a company's shareholders. A resolution passed on a poll taken at a meeting is passed as a special resolution if it is passed by the affirmative vote of a majority of 75% (or more) of the total votes cast by members who, being entitled to vote, do so virtually at the meeting, by proxy or in advance of the meeting. At the AGM, there is one special resolution to be voted upon (Proposal 7).

All other resolutions at the AGM are ordinary resolutions. These resolutions will pass on a poll at the AGM if they are passed by the affirmative vote of a simple majority of the total votes cast by members who, being entitled to vote, do so virtually at the meeting or by proxy or in advance of the meeting.

Abstentions

Under English law, an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" the resolution.

Broker Non-Votes

If you are a beneficial owner and hold shares through an account with a bank or broker, your shares may be voted by the bank or broker if you do not provide voting instructions. Brokerage firms have the authority

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under the New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on routine matters. When a matter is not routine and the brokerage firm has not received voting instructions from the beneficial owner, the brokerage firm cannot vote the shares on that matter. This is called a broker non-vote. The resolutions that are considered routine are the ratification of the selection of the independent registered public accounting firm for both the US and the UK, the authorization to grant authority to allot shares, the authorization to grant power to disapply pre-emption rights and the authorization of the remuneration of the UK auditor. All of the other resolutions proposed at the AGM are non-routine matters and broker non-votes will not be counted as "for" or "against" such non-routine matters.

Possible Selections on the Ballot

You can vote "for" or "against" a resolution. Each of these votes will have legal effect under English law in that they count as votes cast. An abstention, indicated by electing "abstain" is not a vote under English law as indicated above.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the United States ("US") federal securities laws. Forward-looking statements may be identified by words like "may," "could," "seek," "guidance," "predict," "potential," "likely," "believe," "will," "should," "expect," "anticipate," "estimate," "plan," "intend," "forecast," "foresee" or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements in this proxy statement include, but are not limited to, statements regarding individual and Company performance objectives and targets.

These and other forward-looking statements are based on LivaNova's beliefs, assumptions and estimates using information available to the Company at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statement can be found in the Company's periodic reports on file with the US Securities and Exchange Commission ("SEC"). The forward-looking statements speak only as of the date of this proxy statement and undue reliance should not be placed on these statements. LivaNova disclaims any intention or obligation to publicly update or revise any forward-looking statements, unless required by applicable securities laws. This cautionary statement is applicable to all forward-looking statements contained in this document.

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	Table of Contents
		Page
Proxy Summary	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Corporate Governance	5
Overview . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Role of the Board of Directors	6
Board Meetings and Attendance	6
Board Independence	14
Governance Policies and Practices	14
Board of Directors	17
Board Qualifications and Refreshment	17
Director Nominees	18
Director Compensation	22
Executive Officers	24
Executive Compensation	26
Compensation Discussion & Analysis	26
Compensation and Human Capital Management Committee Report	43
Compensation Tables	44
Pay Versus Performance Disclosure	57
Proposals to be Acted Upon at the AGM	61
Proposal No. 1	- Election of Directors	61
Proposal No. 2	- Advisory (Non-Binding) Vote to Approve Executive Compensation
(Say on Pay)	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
Proposal No. 3	- Ratification of the Appointment of PwC-US as the Company's Independent
Registered Public Accounting Firm	62
Proposal No. 4	- Approval of Amendment No. 1 to the Amended and Restated LivaNova PLC
2022 Incentive Award Plan	65
Proposal No. 5	- Approval of Amendment No. 2 to the LivaNova PLC 2015 Incentive Award
Plan	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
Proposal No. 6	- Ordinary Resolution to Grant Authority to Allot Shares	80
Proposal No. 7	- Special Resolution to Grant Power to Disapply Pre-Emption Rights	80
Proposal No. 8	- Advisory Vote to Approve the UK Directors' Remuneration Report	82
Proposal No. 9	- To Receive and Adopt the UK Annual Report and Accounts	82
Proposal No. 10 - Re-appointment of PwC-UK as the Company's UK Statutory Auditor	83
Proposal No. 11 - Authorization of the Directors and/or the Audit and Compliance Committee
to Determine the Remuneration of PwC-UK in its Capacity as UK Statutory Auditor	83
Other Information	84
Frequently Asked Questions About the Annual General Meeting	87
Appendix A . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	A-1
Appendix B . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	B-1

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