SEC Filings

ENVISION HEALTHCARE CORP filed this Form 8-K on 09/19/2017
Entire Document

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Departure of Certain Officers

On September 13, 2017, Claire M. Gulmi, the Executive Vice President and Chief Financial Officer of Envision Healthcare Corporation (the “Company”), notified the Company of her intention to retire from her position, effective October 2, 2017. Ms. Gulmi will be employed as an advisor to the Company for a period of one year following the date of her retirement to assist with the transition of her responsibilities to the new Executive Vice President and Chief Financial Officer. In connection with the Company’s retirement policies, for one year following her retirement, Ms. Gulmi will continue to receive base salary and benefits at her current level.

Separately, on September 13, 2017, Robert J. Coward, the Company’s Executive Vice President and President-Physician Services Group, notified the Company of his intention to resign, effective October 2, 2017, and will be available to assist with transition efforts until mid-November 2017. Mr. Coward’s decision to resign is related to his desire to pursue new opportunities and not the result of any disagreement with the Company on any matter relating to the Company’s operation, policies or practices.

Appointment of Certain Officers

On September 18, 2017, in connection with the announcement of certain organizational changes, the Company announced the appointment of the following executive officers:

Effective Date of Appointment
Karey L. Witty
Executive Vice President and Chief Operating Officer
October 2, 2017
Kevin D. Eastridge
Executive Vice President and Chief Financial Officer
October 2, 2017
Kenneth E. Zongor
Senior Vice President and Chief Accounting Officer
October 2, 2017

Mr. Witty, 53, is a veteran healthcare executive with more than 25 years of experience in various executive, financial, and operational leadership positions and most recently served as President and Chief Executive Officer of Corizon Health, Inc. (“Corizon”), a leading provider of correctional healthcare services in the United States, a role he held from November 2015 until September 2017. Prior to joining Corizon, Mr. Witty served as Chief Financial Officer for Nashville-based naviHealth, Inc., a provider of healthcare services across the post-acute care continuum, from January 2014 through October 2015. Mr. Witty also served as Chief Financial Officer of HealthSpring, Inc. from July 2009 until its acquisition by Cigna in January 2012, a time of significant change in its managed care offerings. He was with Centene Corporation for eight years, including six years as Chief Financial Officer and one year as Chief Executive Officer of its Health Plan Business unit.

Mr. Eastridge, 52, currently serves as the Company’s Senior Vice President and Chief Accounting Officer. Prior to the merger (the “Merger”) of the Company with AMSURG Corp. (“AMSURG”), Mr. Eastridge served as Senior Vice President of Finance at AMSURG from July 2008 through November 2016 and as Chief Accounting Officer from July 2004 through November 2016. Mr. Eastridge served in various capacities with AMSURG from March 1997 through July 2004, including Vice President of Finance and Controller. During his time with the Company, Mr. Eastridge has been a key executive in its strategic transformation into a diversified healthcare services organization, including several transactions that include the Merger.

Mr. Zongor, 42, currently serves as Senior Vice President Financial Reporting, a position he has held since July 2017. Previously, Mr. Zongor served as Vice President of Financial Reporting of the Company and, prior to the Merger, as Vice President of Financial Reporting of AMSURG since September 2010. Prior to joining AMSURG, Mr. Zongor worked in the assurance and advisory department for multiple public accounting firms for over 13 years.

A copy of the press release issued by the Company on September 18, 2017 announcing the foregoing management changes is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Compensatory Arrangements of Appointed Officers

In connection with his appointment, Mr. Witty will receive a base salary of $700,000 and will be eligible to receive a target bonus payment equal to 100% of his base salary under the Company’s short-term incentive plan. In addition, Mr. Witty will receive a one-time restricted stock unit award with a value equal to $500,000 upon the commencement of his employment, and