Community Healty 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
March 2, 2007 (February 28, 2007)
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 28, 2007, 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 following arrangements
were approved:
Incentive Compensation Payments for 2006 under the 2004 Employee Performance Incentive Plan
The following payments in respect of 2006 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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2006 Incentive |
Name and Position |
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Attained |
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Compensation Payment |
Wayne T. Smith,
Chairman, President and
Chief Executive Officer |
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40.0 |
% |
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$ |
712,800 |
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W. Larry Cash,
Director, Executive
Vice President and
Chief Financial Officer |
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41.5 |
% |
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$ |
337,500 |
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David L. Miller, Senior
Vice President, Group
Operations |
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58.3 |
% |
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$ |
212,795 |
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Gary D. Newsome, Senior
Vice President, Group
Operations |
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58.0 |
% |
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$ |
211,700 |
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Michael T. Portacci,
Senior Vice President,
Group Operations |
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57.0 |
% |
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$ |
208,050 |
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The Compensation Committee has also established performance goals for each of the Named
Executive Officers for fiscal year 2007 under the Cash Incentive Plan.
2007 Base Salaries
The following base salary amounts for the Companys Named Executive Officers were approved on
February 28, 2007, to be effective retroactive to January 1, 2007. None of our executive officers
has a written employment agreement.
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Name and Position |
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2007 Base Salary |
Wayne T. Smith, Chairman, President and Chief Executive
Officer |
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$ |
1,035,000 |
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W. Larry Cash, Director, Executive Vice President and
Chief Financial Officer |
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$ |
644,000 |
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David L. Miller, Senior Vice President, Group Operations |
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$ |
384,300 |
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Name and Position |
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2007 Base Salary |
Gary D. Newsome, Senior Vice President, Group Operations |
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$ |
384,300 |
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Michael T. Portacci, Senior Vice President, Group
Operations |
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$ |
384,300 |
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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,
Chairman, President and
Chief Executive Officer |
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100,000 |
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130,000 |
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W. Larry Cash,
Director, Executive
Vice President and
Chief Financial Officer |
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60,000 |
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60,000 |
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David L. Miller, Senior
Vice President, Group
Operations |
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10,000 |
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33,000 |
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Gary D. Newsome, Senior
Vice President, Group
Operations |
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10,000 |
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33,000 |
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Michael T. Portacci,
Senior Vice President,
Group Operations |
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10,000 |
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33,000 |
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All other executive
officers as a group
(only 33,000 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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25,000 |
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77,000 |
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Form of Performance Based Restricted Stock Award Agreement
On February 28, 2007, the Compensation Committee approved a new form of Performance Based
Restricted Stock Award Agreement (the Form Agreement) to be utilized for performance based
restricted stock awards made under the Plan, commencing on February 28, 2007. As approved by the
Compensation Committee and as provided in the Form Agreement, there is a performance objective that
must be met, and then once met, the award is subject to further vesting requirements. Generally,
the performance objective is the Companys attainment for calendar year 2007 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 15, 2007. 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.
Change in Control Severance Agreements
The Board of Directors, on the recommendation of the Compensation Committee, also approved change
in control severance agreements (the CIC Agreements) among the Company, Community Health Systems
Professional Services Corporation (the employer of each of our executives), and each officer of the
Company (collectively, the Covered Executives), effective as of March 1, 2007. The CIC Agreements
will remain in effect until February 28, 2009 (or, if later, expiration of the 36 month period
following a Change in Control, as defined in the CIC Agreements). Commencing on March 1, 2008
and on each March 1 thereafter, the term of the CIC Agreements will automatically be extended for
one year unless notice is given by the prior December 1st.
The CIC Agreements provide for certain compensation and benefits in the event of termination
of a Covered Executives employment during the period following a Change in Control, (A) by the
Company, other than as a result of the Covered Executives death or disability within thirty-six
(36) months of the Change in Control or (B) by the Covered Executive, upon the happening of certain
good reason events within twenty-four (24) months of the Change in Control including, among other
things, (i) certain changes in the Covered Executives title, position, responsibilities or duties,
(ii) a reduction in the Covered Executives base, (iii) certain changes in the Covered Executives
principal location of work or (iv) the failure of the Company to continue in effect any material
compensation or benefit plan. The thirty-six (36) and twenty-four (24) month time periods
described in the preceding sentence apply to the CIC Agreements for the Companys President and
Chief Executive Officer, the Executive Vice President and Chief Financial Officer, and each Senior
Vice President; for the CIC Agreements among the Company, Community Health Systems Professional
Services Corporation and each Vice President of the Company, the applicable time periods are
twenty-four (24) and twelve (12) months, respectively.
Compensation and benefits payable under the CIC Agreements include a lump sum payment equal to
the sum of (i) unpaid base pay, (ii) accrued but unused paid vacation or sick pay and unreimbursed
business expenses, (iii) any other compensation or benefits in accordance with the terms of the
Companys existing plans and programs, (iv) a pro rata portion of target incentive bonus and (v)
three times (two times, in the case of each Vice President of the Company) the sum of base salary
and the higher of (A) the highest incentive bonus earned during any of the three fiscal years prior
to the fiscal year in which the Covered Executives termination of employment occurs or, if
greater, the three fiscal years prior to the fiscal year in which Change in Control occurs and (B)
the target incentive bonus for the fiscal year in which the Covered Executives termination of
employment occurs. The Covered Executives shall also be entitled to continuation of certain health
and welfare benefits for thirty-six months (twenty-four months in the case of each Vice President)
and reimbursement of up to $25,000 for outplacement counseling and related benefits.
In addition, the Covered Executives will be entitled to receive certain gross up payments to
offset any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the Code) on
any payment or distribution by the Company to or for their benefit, including under any stock
option, restricted stock or other agreement, plan or program, provided, however, that if a
reduction in such payments or distributions by 10% or less would cause no excise tax to be
payable, then the payments and distributions to the Covered Executive shall be reduced by that
amount and no excise tax gross up payment will be paid.
ITEM 9.01. Financial Statements and Exhibits.
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Exhibit 10.1
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Form of Performance Based Restricted Stock Award
Agreement (Most Highly Compensated Executive
Officers) |
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Exhibit 10.2
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Form of Change in Control Severance Agreement |
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: March 2, 2007 |
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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