SEM Select Medical Holdings Corporation

 

 

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): September 7, 2023

 

 

SELECT MEDICAL HOLDINGS CORPORATION 

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware		001-34465		20-1764048
(State or Other Jurisdiction of Incorporation or Organization)		(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)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instruction A.2. below):

 

¨

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 (17CFR 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Co-Presidents

 

On September 7, 2023, Select Medical Holdings Corporation, a Delaware corporation (“Select”), announced the appointments of John A. Saich, 55, and Thomas P. Mullin, 39, as Co-Presidents, effective October 1, 2023. David Chernow will no longer serve as President of Select as of October 1, 2023, but will continue to serve as Chief Executive Officer.

 

A 26-year veteran of Select, Mr. Saich most recently served as Executive Vice President and Chief Administrative Officer overseeing Select’s Outpatient Rehabilitation Division and Shared Services operations. During his tenure at Select, Mr. Saich has guided Select through successful growth and transition serving in a variety of senior operational and human resources leadership roles.

 

Since joining Select in 2008, Mr. Mullin has held operational leadership positions of increasing responsibility within the Critical Illness Recovery Hospital Division, including President. In 2018, his role expanded to the Inpatient Rehabilitation Hospital Division, serving as Chief Operating Officer. That post was followed by his appointment to Executive Vice President of Hospital Operations, including oversight of both divisions.

 

Mr. Saich’s annual base salary since January 1, 2022 has been $600,000 and he has received grants of 75,000 shares of restricted stock per year in each of 2022 and 2023, which were subject to three-year cliff vesting.

 

Mr. Mullin’s annual base salary since January 1, 2022 has been $561,000 and he has received grants of 75,000 shares of restricted stock per year in each of 2022 and 2023, which were subject to three-year cliff vesting.

 

There is no arrangement or understanding between Mr. Saich or Mr. Mullin and any other person pursuant to which Mr. Saich or Mr. Mullin is to be selected as an officer of Select that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Saich or Mr. Mullin and any other person that would require disclosure under Item 401(d) of Regulation S-K.

 

Chief Financial Officer

 

On September 7, 2023, Select also announced the appointment of Michael F. Malatesta, 54, as the Chief Financial Officer of Select, effective October 1, 2023. Martin F. Jackson will no longer serve as Chief Financial Officer of Select as of October 1, 2023, but will continue to serve as Senior Executive Vice President of Strategic Finance and Operations.

 

Prior to his appointment as Chief Financial Officer of Select, Mr. Malatesta served as Senior Vice President of Finance of Select since November 2013. Mr. Malatesta is a certified public account and has served in various financial and accounting roles at Select since 1999.

 

Mr. Malatesta’s annual base salary was $509,858 in 2022 and is currently $535,343. Mr. Malatesta received a cash bonus of $265,123 for services performed in the 2022 fiscal year and he has received grants of 25,000 shares of restricted stock per year in each of 2022 and 2023, which were subject to four-year cliff vesting.

 

There is no arrangement or understanding between Mr. Malatesta and any other person pursuant to which Mr. Malatesta is to be selected as an officer of Select that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Malatesta and any other person that would require disclosure under Item 401(d) of Regulation S-K.

 

 

Item 7.01

Regulation FD Disclosure.

 

On September 7, 2023, Select issued a press release, among other things, announcing the appointment of Mr. Saich and Mr. Mullin as Co-Presidents and Mr. Malatesta as Chief Financial Officer of Select. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information in this Item 7.01 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto 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, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

	99.1	Press release, dated as of September 7, 2023, of Select Medical Holdings Corporation.
	104	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document.

 

 

SIGNATURE

 

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.

 

		SELECT MEDICAL HOLDINGS CORPORATION
Dated: September 7, 2023		By:	/s/ Michael E. Tarvin
		Name:	Michael E. Tarvin
		Title:	Executive Vice President, General Counsel and Secretary

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road Mechanicsburg, PA 17055   NYSE Symbol: SEM

 

Select Medical Holdings Corporation Announces

 

Executive Management Appointments

 

MECHANICSBURG, PENNSYLVANIA — September 7, 2023 — Select Medical Holdings Corporation (“Select Medical,” “we,” “us,” or “our”) (NYSE: SEM) today announced 12 executive management appointments, effective October 1, 2023. John Saich and Thomas Mullin have been promoted to co-presidents of the organization, and Michael Malatesta has been named executive vice president and chief financial officer.

 

A 26-year veteran of Select Medical, Saich most recently served as executive vice president and chief administrative officer overseeing its Outpatient Rehabilitation Division and Shared Services operations. During his tenure, Saich has guided the company through successful growth and transition serving in a variety of senior operational and human resources leadership roles.

 

Since joining Select Medical in 2008, Mullin has held operational leadership positions of increasing responsibility within the Critical Illness Recovery Hospital Division, including president. In 2018, his role expanded to the Inpatient Rehabilitation Hospital Division, serving as chief operating officer. That post was followed by his appointment to executive vice president of hospital operations, including oversight of both divisions.

 

Saich and Mullin will closely partner to further create best practices and enhance integration across the company’s network of more than 135 specialty hospitals and 1,900 outpatient physical therapy centers to continuously improve patient access to Select Medical’s care at all levels of post-acute illness, recovery and rehabilitation.

 

A 24-year veteran of the company, Malatesta has served as senior vice president of finance since 2013 after holding a variety of senior finance and accounting positions within the Outpatient Rehabilitation Division. In his new role as executive vice president and chief financial officer, he will be responsible for the financial planning and analysis across the entire Select Medical enterprise. Malatesta will report to Martin Jackson who has been elevated to senior executive vice president of strategic finance and operations.

 

“As Select Medical continues to execute its growth strategy and mission of providing exceptional care to the 99,000 patients we serve daily across our post-acute continuum, it is critical that we continue to drive high-performance momentum and create continuous trajectory for long-term success,” said Select Medical Co-Founder and Executive Chairman Robert A. Ortenzio. “These executive and C-Suite appointments represent a team that is highly adept to navigate our future.”

 

 

In addition to the four appointments announced above, each of the executives identified below has been promoted to a new position:

 

·     Michael Tarvin to senior executive vice president, general counsel and secretary

 

·     John Duggan to executive vice president and deputy general counsel

 

·     Tyler Hollenbach to executive vice president of strategy and growth

 

·     Mary Lacey to senior vice president and chief human resources officer

 

·     Shelly Eckenroth to senior vice president and chief communications, marketing and branding officer

 

·     Kerry Dishner to senior vice president of functional operations for specialty hospitals

 

·     Bridget Sherick to senior vice president of accounting for shared services

 

·     Robert Breighner to senior vice president of compliance and audit

 

“The foundation of the company’s success has always rested on our people,” said Select Medical Chief Executive Officer David S. Chernow. “Under this executive management team, we are confident Select Medical is poised to continue building a strong future for our employees, patients, partners and the communities we serve for the many years ahead.”

 

About Select Medical

 

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States based on number of facilities. As of June 30, 2023, Select Medical operated 108 critical illness recovery hospitals in 28 states, 32 rehabilitation hospitals in 12 states, 1,944 outpatient rehabilitation clinics in 39 states and the District of Columbia, and 540 occupational health centers in 41 states. At June 30, 2023, Select Medical had operations in 46 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

 

*****

 

 

This press release may contain forward-looking statements based on current management expectations. Numerous factors, including those related to market conditions and those detailed from time-to-time in Select’s filings with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine Select’s future results are beyond the ability of Select to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. Select undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor inquiries:

 

Joel T. Veit

Senior Vice President and Treasurer

717-972-1100

ir@selectmedical.com

 

Media inquiries:

 

Shelly Eckenroth

Senior Vice President and Chief Communications, Marketing and Branding Officer

717-920-4035

seckenroth@selectmedical.com

 

SOURCE: Select Medical Holdings Corporation

 

 

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Entity Address, Address Line One	4714 Gettysburg Road
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