Unassociated Document
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): January 26,
2010
METROPOLITAN
HEALTH NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Florida
(State or
other jurisdiction of incorporation)
|
0-28456
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65-0635748
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|
(Commission
file number)
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(I.R.S.
Employer Identification No.)
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250
Australian Avenue South, Suite 400
West Palm
Beach, FL 33401
(Address
of principal executive offices, including zip code)
(561)
805-8500
(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
CFR230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the ExchangeAct (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
January 26, 2010, our Board of Directors, upon the recommendation of our
Compensation Committee, fixed the 2010 base salaries of our President and Chief
Operating Officer, our Chief Financial Officer and our General Counsel (the
“Applicable Officers”) and awarded each Applicable Officer a one-time bonus
payable in restricted shares of our common stock (the “Restricted Shares”) in an
amount equal to his 2010 base salary. The number of Restricted Shares
issued in satisfaction of the bonus amounts was based upon the closing price of
our common stock on the grant date. The following table sets forth
the 2010 base salary of and the number of Restricted Shares issued to each
Applicable Officer:
|
Name
and Title
|
|
2010
Base Salary
|
|
Percentage
Increase Over 2009 Base Salary
|
|
Number
of Restricted Shares Issued in Connection with Bonus
|
|
Jose
A. Guethon, M.D.
President
and Chief Operating Officer
|
|
$346,080
|
|
3%
|
|
155,193
|
|
Roberto
J. Sabo
Chief
Financial Officer
|
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$278,100
|
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3%
|
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124,709
|
|
Roberto
L. Palenzuela
General
Counsel and Secretary
|
|
$231,750
|
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3%
|
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103,924
|
The 2010 base salary will be effective
retroactive to January 1, 2010.
The
Restricted Shares vest in four equal annual installments commencing on the first
anniversary of the grant date. Notwithstanding the foregoing, any
unvested Restricted Shares held by an Applicable Officer will automatically vest
upon a change in control, the subject officer’s resignation for good reason,
death or disability at any time or upon the termination of the subject officer
without cause prior to the second anniversary of the grant date.
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.
Date: January
29, 2010
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METROPOLITAN HEALTH NETWORKS,
INC. |
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| |
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By:
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/s/ Roberto
L. Palenzuela |
|
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Roberto
L. Palenzuela |
|
| |
Secretary
and General Counsel |
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