Current Report Filing (8-k)
July 30 2020 - 07:19PM
Edgar (US Regulatory)
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2020-07-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 |
|
001-34465 |
|
20-1764048 |
(State or other
jurisdiction of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification No.) |
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 |
Trading Symbol(s) |
Name of each exchange on which
registered |
Common Stock, par value $0.001 per share |
SEM |
New York Stock Exchange (NYSE) |
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:
|
¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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. ¨
|
Item 2.02 |
Results of Operations and Financial Condition. |
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.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
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 |
|
Shares of Restricted Stock Granted |
|
David S. Chernow |
|
|
250,000 |
|
Robert A. Ortenzio |
|
|
250,000 |
|
Rocco A. Ortenzio |
|
|
150,000 |
|
Martin F. Jackson |
|
|
150,000 |
|
Michael E. Tarvin |
|
|
100,000 |
|
John A. Saich |
|
|
75,000 |
|
|
Item9.01 |
Financial Statements and
Exhibits. |
(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.
|
SELECT MEDICAL HOLDINGS CORPORATION |
|
|
|
|
Date: July 30,
2020 |
By: |
/s/ Michael E.
Tarvin |
|
|
Michael
E. Tarvin |
|
|
Executive Vice
President, General Counsel and Secretary |
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