Current Report Filing (8-k)
July 30 2020 - 7:19PM
Edgar (US Regulatory)
0001320414
false
0001320414
2020-07-28
2020-07-28
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 28, 2020
SELECT MEDICAL HOLDINGS CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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001-34465
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20-1764048
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(State or other jurisdiction of
Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section
12(b) of the Act:
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, par value $0.001 per share
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SEM
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New York Stock Exchange (NYSE)
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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:
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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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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Indicate by check mark whether either 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 either
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 2.02
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Results of Operations and Financial Condition.
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On July 30, 2020,
Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its
second quarter ended June 30, 2020. A copy of the press release and financial schedules are attached as Exhibit 99.1 to
this report and incorporated herein by reference.
The information in
this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities
Act of 1933, as amended, or 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 28, 2020,
the Compensation Committee of the Company awarded restricted shares of the Company’s common stock to certain of the named
executive officers pursuant to the Company’s 2020 Equity Incentive Plan. The shares will vest in full on July 28, 2023.
The grant of restricted stock to each named executive officer is listed below.
Name of Executive
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Shares of Restricted Stock Granted
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David S. Chernow
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250,000
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Robert A. Ortenzio
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250,000
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Rocco A. Ortenzio
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150,000
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Martin F. Jackson
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150,000
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Michael E. Tarvin
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100,000
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John A. Saich
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75,000
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Item9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto
duly authorized.
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SELECT MEDICAL HOLDINGS CORPORATION
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Date: July 30, 2020
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By:
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/s/ Michael E. Tarvin
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Michael E. Tarvin
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Executive Vice President, General Counsel and Secretary
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