MAGELLAN HEALTH,INC. (NASDAQ:MGLN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENT OF CERTAIN OFFICERS.

(e)

The Compensation Committee of the Board of Directors of Magellan
Health,Inc. (the Company) authorized the grant of non-qualified
stock options and performance-based restricted stock units (PSUs)
to members of management to the Companys 2016 Management
Incentive Plan (the 2016 MIP) on February21, 2017, with such
options and PSUs valued and granted at the close of business on
March3, 2017, in accordance with the Companys equity award
policy. On March3, 2017, the Company issued non-qualified stock
options to Barry M. Smith, Chief Executive Officer; Jonathan N.
Rubin, Chief Financial Officer; Mostafa M. Kamal, Chief Executive
Officer, Magellan Rx Management; Sam K. Srivastava, Chief
Executive Officer, Magellan Healthcare; and Daniel N. Gregoire,
General Counsel, to purchase 120,690, 25,900, 19,923, 29,310 and
15,884 shares of the Companys common stock, par value $0.01 (the
Common Stock), respectively, at an exercise price of $68.50 per
share, vesting in three equal annual installments on March3,
2018, March3, 2019 and March3, 2020. Vesting is conditional on
the grantees continued service with the Company on those vesting
dates. The vesting of the options may accelerate upon a
termination by reason of retirement as determined to the formal
equity retirement policy of the Company or a termination of
employment following a change in control of the Company, as
provided in the pertinent award notice. Such options have a term
of ten years from the date of grant and are otherwise on terms
and conditions included in the form of Stock Option Agreement and
Notice of Stock Option Grant filed as Exhibits 10.1 and 10.2,
respectively, to this Form8-K.

Messrs.Smith, Rubin, Kamal, Srivastava, and Gregoire also
received grants of PSUs for 41,317, 8,867, 6,821, 10,034 and
5,438 shares of Common Stock on March3, 2017. The PSUs will
entitle the grantee to receive a number of shares of the Companys
Common Stock determined over a three-year performance period
ending on December31, 2019 and vesting on March3, 2020, the
settlement date, provided that the grantee remains in the service
of the Company on that settlement date. The number of shares for
which the PSUs will be settled will be a percentage of the shares
for which the award is targeted and will depend on the Companys
Relative Total Shareholder Return, expressed as a percentile
ranking of the Companys Total Shareholder Return as compared to
the Companys Peer Group set forth in the grant notice. The number
of shares for which the PSUs will be settled will vary from 0% to
200% of the shares specified in the grant, as follows:

Under this formula, for every 1% of percentile ranking of Total
Shareholder Return that the Company achieves above the median of
the Peer Group, the grant recipient will receive an additional 4%
of target payout, and for every 1% of percentile ranking of Total
Shareholder Return by which the Company is below the median of
the Peer Group, the grant recipient will receive a reduced 2% of
target payout. For example, if the Company achieves a Total
Shareholder Return for the measuring period which ranks 21st
among 51 Peer Group companies (and thus is at the 60th
percentile), the grant recipient will receive 140% of the shares
for which the grant is targeted on the settlement date.

For purposes of the awards, Total Shareholder Return is
determined by dividing the average share value of the Companys
Common Stock over the 30 trading days preceding January1, 2020 by
the average share value of the Companys Common Stock over the 30
trading days beginning on January1, 2017, with a deemed
reinvestment of any dividends declared during the performance
period. The Companys Peer Group includes 51 companies which

About MAGELLAN HEALTH, INC. (NASDAQ:MGLN)

Magellan Health, Inc. is engaged in the healthcare management business. The Company’s segments include Healthcare, Pharmacy Management and Corporate. It is focused on managing special populations, complete pharmacy benefits and other specialty areas of healthcare. Its Healthcare includes its management of behavioral healthcare services and employee assistance program (EAP) services, management of other specialty areas, including diagnostic imaging and musculoskeletal management, and the integrated management of physical, behavioral and pharmaceutical healthcare for special populations, delivered through Magellan Complete Care (MCC). Its Pharmacy Management segment consists of products and solutions that provide clinical and financial management of pharmaceuticals paid under medical and pharmacy benefit programs. Its Corporate segment consists primarily of operational support functions. It provides services to health plans and other managed care organizations (MCOs).

MAGELLAN HEALTH, INC. (NASDAQ:MGLN) Recent Trading Information

MAGELLAN HEALTH, INC. (NASDAQ:MGLN) closed its last trading session up +0.15 at 68.45 with 178,511 shares trading hands.