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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
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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