UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

August 29, 2018

Date of report (date of earliest event reported)

 

 

Surgery Partners, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

310 Seven Springs Way, Suite 500

Brentwood, Tennessee  37027

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

 

 

 

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

 

On August 31, 2018, Christopher Gordon, a Managing Director of Bain Capital, resigned from the Board of Directors of Surgery Partners, Inc. (the “Company”), including all committees thereof, and Andrew Kaplan, a Principal at Bain Capital, was appointed as a Class III director to fill the vacancy created thereby.  We thank Mr. Gordon for his service to the Company and wish him continued success in future endeavors.

 

Mr. Kaplan will also serve as a member of the Compensation Committee of the Board of Directors of the Company.

 

On August 31, 2018, Mr. Kaplan entered into the Company’s standard form of indemnification agreement, which is incorporated herein by reference to Exhibit 10.14 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on September 14, 2015, the terms of which are described in such Registration Statement.

 

2

 

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 hereunto duly authorized.

 

		Surgery Partners, Inc.
	By:	/s/ Jennifer Baldock
		Jennifer Baldock
		Senior Vice President, General Counsel

 

Date:  August 31, 2018

 

3