UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2016 |
Surgery Partners, Inc. |
(Exact Name of Registrant as Specified in Charter) |
Delaware | 001-37576 | 47-3620923 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
40 Burton Hills Boulevard, Suite 500 Nashville, Tennessee 37215 |
(Address of Principal Executive Offices) (Zip Code) |
(615) 234-5900 |
(Registrant's Telephone Number, Including Area Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 30, 2016, the Board of Directors (the “Board”) of Surgery Partners, Inc. (the “Company”) elected Teresa DeLuca to the Board.
Ms. DeLuca will serve as a Class I director, which class will stand for re-election at the 2019 annual meeting of stockholders. The Board also appointed Ms. DeLuca to serve on the Board’s Audit Committee. In connection with the Company’s compliance with the phase-in provisions under NASDAQ Marketplace Rules and the Securities Exchange Act of 1934, Ms. DeLuca will replace Mr. Christopher Laitala on the Audit Committee.
Ms. DeLuca will participate in the Company’s non-employee director compensation program described below. Pursuant to this program, Ms. DeLuca will receive an annual retainer of $75,000 and a grant of non-statutory stock units with a grant date fair market value of $85,000 for serving on the Board, which will be granted as of the date of her appointment.
On September 30, 2016, the Company issued a press release announcing the appointment of Ms. DeLuca to the Board. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release dated September 30, 2016 issued by Surgery Partners, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SURGERY PARTNERS, INC. | |
By: | /s/ Michael T. Doyle Michael T. Doyle Chief Executive Officer |
Date: September 30, 2016
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release dated September 30, 2016 issued by Surgery Partners, Inc. | |
Exhibit 99.1
Surgery Partners, Inc. Appoints Teresa DeLuca, M.D. to the Board of Directors
NASHVILLE, Tennessee, September 30, 2016 - Surgery Partners, Inc. (NASDAQ: SGRY) (the “Company”), today announced the appointment of Teresa DeLuca, M.D. to its Board of Directors effective September 30, 2016. In addition to serving on the Board of Directors, Dr. DeLuca will serve on the Company’s Audit Committee.
"I am pleased to have Teresa DeLuca join the board of Surgery Partners," said CEO Mike Doyle. "Dr. DeLuca will add the viewpoint of a successful practicing physician, as well as extensive experience in acquisitions and management as an executive of several publicly traded companies.”
Dr. DeLuca is an Assistant Clinical professor of psychiatry at the Icahn School of Medicine at Mount Sinai in New York City and serves on the editorial board of the American Health & Drug Benefit Journal. She was previously the Chief Medical Officer of Magellan Pharmacy Solutions at Magellan Health, SVP of Pharmacy Health Solutions at Humana, VP of Clinical Sales Solutions & National Medical Director at Walgreen Co., and VP of Personalized Medicine as well as VP of Medical Policy & Clinical Quality at Medco. Prior to taking on these executive leadership roles, Dr. DeLuca was a Senior Director of Global Product Development Services at PRA International and a Senior Medical Scientist at GlaxoSmithKline.
Dr. DeLuca received her M.B.A. from Drexel University and her residency (M.D.) from Jefferson Medical College of Thomas Jefferson University.
About Surgery Partners, Inc.
Headquartered in Nashville, Tennessee, Surgery Partners, Inc. is a leading healthcare services company with a differentiated outpatient delivery model focused on providing high quality, cost effective solutions for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest and fastest growing surgical services businesses in the country, with more than 150 locations in 29 states as of September 1, 2016, including ambulatory surgical facilities, surgical hospitals, a diagnostic laboratory, multi-specialty physician practices and urgent care facilities.
CONTACT:
Teresa Sparks, CFO
Surgery Partners, Inc.
(615) 234-8940
IR@surgerypartners.com