SEC Filings

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


will be eligible to receive a long-term incentive plan (“LTIP”) award equal to 200% of his base salary during the Company’s regular 2018 executive compensation process. The Company and Mr. Witty intend to enter into an employment agreement with an initial term expiring December 31, 2018, which will provide for severance benefits upon the termination of Mr. Witty’s employment by the Company “without cause” or by Mr. Witty for “good reason,” as defined therein. Under such circumstances, Mr. Witty will receive a cash payment equal to two times his annual salary, acceleration of his unvested equity awards, and continuing health and life insurance benefits for at least six-months following his termination.

In connection with Mr. Eastridge’s appointment, he will receive a base salary of $575,000 and will be eligible to receive a target bonus payment equal to 100% of his base salary. He will also be eligible to receive a LTIP award with a target value of $1.1 million during the regular 2018 executive compensation process. The Company and Mr. Eastridge intend to enter into an employment agreement with an initial term expiring December 31, 2018, which will provide for severance benefits upon the termination of Mr. Eastridge’s employment by the Company “without cause” or by Mr. Eastridge for “good reason,” as defined therein. Under such circumstances, Mr. Eastridge will receive a cash payment equal to two times his annual salary, acceleration of his unvested equity awards, and continuing health and life insurance benefits for at least six-months following his termination.

Mr. Zongor will receive a base salary of $370,000 and will be eligible to receive a target bonus payment equal to 50% of his base salary. He will be eligible to receive a LTIP award with a target value of $300,000 during the regular 2018 executive compensation process. The Company and Mr. Zongor intend to enter into an employment agreement with an initial term expiring December 31, 2018, which will provide for severance benefits upon the termination of Mr. Zongor’s employment by the Company “without cause” or by Mr. Zongor for “good reason,” as defined therein. Under such circumstances, Mr. Zongor will receive a cash payment equal to two times his annual salary, acceleration of his unvested equity awards, and continuing health and life insurance benefits for at least six-months following his termination.

Other than as set forth above, there are no arrangements or understandings between each of Messrs. Witty, Eastridge and Zongor (collectively, the “Appointed Officers”), and any other persons pursuant to their appointments. There are no family relationships between any of the Appointed Officers, on the one hand, and any director or other executive officer of the Company. Mr. Eastridge's brother-in-law, John Clark, is employed by the Company as a Vice-President-Development and, consistent with the Company's compensation policies applicable to other employees of similar title and responsibility, is paid aggregate annual compensation in excess of $120,000. Other than Mr. Eastridge's family relationship, none of the Appointed Officers has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On September 18, 2017, the Company issued a press release announcing the approval by the Company’s Board of Directors of the repurchase of up to $250 million of the Company’s common stock, representing approximately 4% of the Company’s then current market capitalization. The timing and amount of any shares repurchased will be determined based on the Company’s evaluation of market conditions and other factors. Repurchases will be made in accordance with the rules and regulations promulgated by the Securities and Exchange Commission and certain other legal requirements to which the Company may be subject. The program may be suspended or discontinued at any time and has no mandatory expiration date.

A copy of the foregoing press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 
Description of Exhibit
99.1
 
Press Release of Envision Healthcare Corporation, dated September 18, 2017, announcing Organizational Changes.
99.2
 
Press Release of Envision Healthcare Corporation, dated September 18, 2017, announcing $250 million Stock Repurchase.