Current Report Filing (8-k)
May 18 2023 - 5:13PM
Edgar (US Regulatory)
false
0001220754
0001220754
2023-05-18
2023-05-18
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): May 18, 2023
ModivCare Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34221
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86-0845127
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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6900 Layton Avenue, 12th Floor
Denver, Colorado
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80237
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (303) 728-7030
N/A
(Former name or former address, if changed since last report)
Check the appropriate box 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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MODV
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 27, 2022, Daniel E. Greenleaf ceased serving as President and Chief Executive Officer or as a member of the Board of Directors (the “Board”) of Modivcare Inc. (the “Company”). In connection with the resolution of a dispute about the nature of Mr. Greenleaf’s departure and the amount of compensation owed to him following his departure from the Company effective August 1, 2022, the Board has approved the Company’s entry into a settlement agreement with Mr. Greenleaf (the “Settlement Agreement”), pursuant to which, in exchange for a mutual release of claims, the Company has agreed to pay Mr. Greenleaf an aggregate cash amount of $9,550,000 and release Mr. Greenleaf from any non-competition obligations owed to the Company. The description of the Settlement Agreement set forth above is qualified in its entirety by the Settlement Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the Company’s press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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99.1
99.2
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document).
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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.
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MODIVCARE INC.
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Date: May 18, 2023
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By:
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/s/ Jonathan B. Bush
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Name:
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Jonathan B. Bush
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Title:
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SVP, General Counsel & Secretary
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