PRSC Providence Service Corp

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): November 4, 2015

The Providence Service Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (520) 747-6600

Not Applicable

(Former name or former address, if changed since last report)

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:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Board Member

On November 4, 2015, upon the recommendation of the Company’s Nominating and Governance Committee (the “Committee”), the Board of Directors of the Company (the “Board”) increased the size of the Board from four to five members and appointed Leslie V. Norwalk to serve as a Class 2 independent director with a term until the Company’s 2017 Annual Meeting of Stockholders. In addition, upon the recommendation of the Committee, the Board appointed Ms. Norwalk to serve as a member of each of the Company’s Audit, Compensation and Nominating and Governance Committees.

Ms. Norwalk, age 49, brings a wealth of healthcare industry experience to Providence. She is currently Strategic Counsel to Epstein Becker & Green, P.C. Previously, Ms. Norwalk served the Bush Administration as the Acting Administrator for the Centers for Medicare & Medicaid Services (CMS), where she managed the operations of federal health care programs, including Medicare and Medicaid. For the four years prior to that, she was the agency's Deputy Administrator. Prior to serving the Bush Administration, Ms. Norwalk practiced law with Epstein Becker & Green, P.C. where she advised clients on a variety of healthcare policy matters. She also served the first Bush administration in the White House Office of Presidential Personnel and the Office of the U.S. Trade Representative. Ms. Norwalk is currently a director on the public company boards of NuVasive Inc., Press Ganey Holdings, Inc. and Endologix, Inc. She also serves as an Advisor to Warburg Pincus, Enhanced Equity and Peloton Equity. She earned a J.D. from George Mason University School of Law and a bachelor's degree from Wellesley College.

There are no family relationships between Ms. Norwalk and any director or officer of Providence, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Norwalk qualifies as an independent director under the definition established by the listing standards of the NASDAQ applicable to Providence.

Ms. Norwalk’s compensation for her services as a director will be $13,280 in 2015 and $85,000 in 2016. Additionally, Ms. Norwalk received a grant of 627 shares of restricted stock under the Providence 2006 Stock Incentive Plan, as amended. The shares of restricted stock will vest one-third on the first, second and third anniversary of the grant date. There are no arrangements or understandings between Ms. Norwalk and any other person pursuant to which she was appointed as a director.

Item 8.01 Other Events.

On November 5, 2015, Providence issued a press release announcing the appointment of Leslie Norwalk as described herein, which is set forth in Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01

(d) Exhibits

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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Providence Service Corporation Announces Appointment of

Leslie V. Norwalk to its Board of Directors

TUCSON, ARIZONA – November 5, 2015 – The Providence Service Corporation (Nasdaq: PRSC) today announced the appointment of Leslie V. Norwalk to the Company’s Board of Directors.

Chris Shackelton, Chairman, commented, “Leslie brings a wealth of experience to Providence, and we're excited to welcome her to our board of directors. Her leadership within government and the healthcare industry positions her to make significant contributions across our entire business. Additionally, as our strategic initiatives extend beyond our existing products and services, we’re confident that her expertise and guidance will have a valuable impact.”

Ms. Norwalk, age 49, is currently Strategic Counsel to Epstein Becker & Green, P.C.

Previously, Ms. Norwalk served the Bush Administration as the Acting Administrator for the Centers for Medicare & Medicaid Services (CMS), where she managed the operations of federal health care programs, including Medicare and Medicaid. For the four years prior to that, she was the agency's Deputy Administrator.

Prior to serving the Bush Administration, Ms. Norwalk practiced law with Epstein Becker & Green, P.C. where she advised clients on a variety of healthcare policy matters. She also served the first Bush administration in the White House Office of Presidential Personnel and the Office of the U.S. Trade Representative.

Ms. Norwalk is currently a director on the public company boards of NuVasive Inc., Press Ganey Holdings, Inc. and Endologix, Inc. She also serves as an Advisor to Warburg Pincus, Enhanced Equity and Peloton Equity. She earned a J.D. from George Mason University School of Law and a bachelor's degree from Wellesley College.

The addition of Ms. Norwalk to the Providence Board of Directors increases the number of directors to five. Ms. Norwalk will serve on the audit, compensation, and nominating and governance committees.

About The Providence Service Corporation

The Providence Service Corporation provides and manages multiple healthcare and social services, comprised of non-emergency transportation services, workforce development services, legal offender rehabilitation services, and health assessment services in the United States and abroad. For more information, please visit prscholdings.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “demonstrate,” “expect,” “estimate,” “forecast,” “anticipate,” “should” and “likely” and similar expressions identify forward-looking statements. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, our continuing relationship with government entities and our ability to procure business from them, our ability to manage growing and changing operations, the implementation of the healthcare reform law, state budget changes and legislation, statements with respect to Providence’s expected use of net proceeds from the transaction and other risks detailed in Providence’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and subsequent filings. Providence is under no obligation to (and expressly disclaims any such obligation to) update any of the information in this press release if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.

###

Providence Service (NASDAQ:PRSC)
Historical Stock Chart
From Mar 2024 to Apr 2024

Providence Service (NASDAQ:PRSC)
Historical Stock Chart
From Apr 2023 to Apr 2024