Community Health Systems, Inc.
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
February 29, 2008 (February 27, 2008)
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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Delaware
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001-15925
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13-3893191 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of incorporation)
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Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrants telephone number, including area code: (615) 465-7000
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 (see General Instruction
A.2. below):
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 (l7 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2008, the Board of Directors of Community Health Systems, Inc. (the Company),
upon recommendation of the Compensation Committee of the Board, met and approved certain
compensation arrangements for the Companys Named Executive Officers. The Companys Named
Executive Officers are each employees of the Companys wholly-owned subsidiary, Community Health
Systems Professional Services Corporation, and receive no compensation for their services as an
officer of the Company. The following arrangements were approved:
Incentive Compensation Payments for 2007 under the 2004 Employee Performance Incentive Plan
The following payments in respect of 2007 incentive compensation targets, under the Companys 2004
Employee Performance Incentive Plan (the Cash Incentive Plan) were approved, the Named Executive
Officers having been found to have met only certain levels of their performance goals, as
indicated:
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Percentage of Total |
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Target Opportunity |
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2007 Incentive |
Name and Position |
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Attained |
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Compensation Payment |
Wayne T. Smith, |
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76 |
% |
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$ |
1,416,915 |
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Chairman, President and
Chief Executive Officer |
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W. Larry Cash, |
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77 |
% |
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$ |
643,356 |
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Director, Executive
Vice President and
Chief Financial Officer |
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David L. Miller, |
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59 |
% |
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$ |
227,890 |
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Division President,
Group Operations |
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Gary D. Newsome, |
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59 |
% |
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$ |
227,890 |
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Division President,
Group Operations |
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Michael T. Portacci, |
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82 |
% |
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$ |
315,126 |
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Division President,
Group Operations |
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The Compensation Committee has also established performance goals for each of the Named
Executive Officers for fiscal year 2008 under the Cash Incentive Plan.
2008 Base Salaries
The following base salary amounts for the Companys Named Executive Officers were approved on
February 27, 2008, to be effective retroactive to January 1, 2008. None of our executive officers
has a written employment agreement.
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Name and Position |
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2008 Base Salary |
Wayne T. Smith, Chairman, President and Chief Executive |
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$ |
1,080,000 |
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Officer |
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W. Larry Cash, Director, Executive Vice President and |
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$ |
664,000 |
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Chief Financial Officer |
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Name and Position |
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2008 Base Salary |
David L. Miller, Division President, Group Operations |
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$ |
450,000 |
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Gary D. Newsome, Division President, Group Operations |
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$ |
450,000 |
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Michael T. Portacci, Division President, Group Operations |
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$ |
450,000 |
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Option Grants and Restricted Stock Awards
Pursuant to the Companys Amended and Restated 2000 Stock Option and Award Plan (the Plan), the
Compensation Committee approved the following equity grants to its Named Executive Officers:
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Performance |
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Non-Qualified |
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Based Restricted |
Name and Position |
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Stock Options |
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Shares |
Wayne T. Smith, |
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200,000 |
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100,000 |
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Chairman, President and
Chief Executive Officer |
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W. Larry Cash, |
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60,000 |
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60,000 |
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Director, Executive
Vice President and
Chief Financial Officer |
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David L. Miller, |
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20,000 |
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35,000 |
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Division President,
Group Operations |
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Gary D. Newsome, |
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20,000 |
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35,000 |
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Division President,
Group Operations |
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Michael T. Portacci, |
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20,000 |
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35,000 |
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Division President,
Group Operations |
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All other
executive officers as a group (70,000 of the
restricted shares
awarded were performance based, the
balance, 44,000 shares,
were granted with
3-year time vesting
restrictions only) |
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57,500 |
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114,000 |
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The grants of nonqualified stock options will vest in equal one-third increments on the first
three anniversaries of the grant date. The performance based restricted stock awards will be
subject first to the attainment of a performance based objective that must be met, and then once
met, the award is subject to further time vesting. Generally, the performance objective is the
Companys attainment for calendar year 2008 of either (i) seventy-five percent (75%) or more of the
low end of the range of projected earnings per share from continuing operations, or (ii) ninety
percent (90%) or more of the low end of the range of net operating revenues, each as stated in the
Companys earnings release filed with the Securities and Exchange Commission on Form 8-K on
February 21, 2008. If the performance objective is not attained, the awards will be forfeited in
their entirety. Once the performance objective has been attained, restrictions will lapse in
one-third (1/3) increments on each of the first three anniversaries of the award date.
Notwithstanding the performance objectives and the vesting requirements set forth in the Form
Agreement, the restrictions will lapse earlier in the event of the death, disability or termination
of employment, without cause, of the grantee, or in the event of a change in control of the
Company. The form of performance based restricted stock award agreement is substantially the same
as the form of agreement utilized for awards made in February 2007, which
was included as an Exhibit to Form 8-K filed with the Securities and Exchange Commission on March
2, 2007.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 27, 2008, the Board of Directors of the Company, amended its bylaws to provide
for a majority voting standard in the election of directors in uncontested elections. The Amended
and Restated By-Laws of the Company are included with this Form 8-K as Exhibit 3(ii).1. The
Company also adopted a policy, set forth in its Governance Guidelines, which provides for the
submission to the Board of Directors of a letter of resignation by any director who receives more
against votes than for votes in such an election. The Companys Governance Guidelines are set
forth on the Investor Relations section of our website, located at www.chs.net/investor.relations.
ITEM 9.01. Financial Statements and Exhibits.
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Exhibit 3(ii).1
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Amended and Restated By-Laws of Community Health Systems, Inc. (as of February 27,
2008) |
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.
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Date: February 29, 2008 |
COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
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By: |
/s/ Wayne T. Smith
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Wayne T. Smith |
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Chairman of the Board,
President and Chief Executive Officer
(principal executive officer) |
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By: |
/s/ W. Larry Cash
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W. Larry Cash |
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Executive Vice President, Chief Financial
Officer and Director
(principal financial officer) |
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