AAC HOLDINGS, INC. (NYSE:AAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AAC HOLDINGS, INC. (NYSE:AAC) 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

As previously reported, on January 8, 2020, the Board of Directors (the “Board”) of AAC Holdings, Inc., a Nevada corporation (the “Company”), appointed Andrew W. McWilliams, the Company’s Chief Financial Officer, to serve as Chief Executive Officer, commencing upon the effectiveness of Mr. Michael T. Cartwright’s previously reported resignation as Chief Executive Officer. Mr. Cartwright’s resignation became effective on January 24, 2020. On January 24, 2020, the Board appointed Mr. McWilliams to serve as a director on the Board.

There are no arrangements or understandings between Mr. McWilliams and any other person to which Mr. McWilliams was selected as a director of the Company. Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction, or any currently proposed transaction, in which Mr. McWilliams had or will have a direct or indirect material interest in which the amount involved exceeded or would exceed $120,000.

Also, on January 24, 2020 (the “Effective Date”), the Company entered into an employment agreement with Mr. McWilliams (the “Employment Agreement”) with respect to his employment as the Company’s Chief Executive Officer. to the Employment Agreement, Mr. McWilliams is entitled to receive an initial annual base salary commensurate with industry standards & experience and is eligible to receive a targeted annual cash bonus, as determined by the Board and subject to and in accordance with the Company’s annual bonus policies. As of the Effective Date, Mr. McWilliams was entitled to 500,000 shares of the Company’s common stock which have not been granted. to the Employment Agreement, Mr. McWilliams is otherwise eligible to participate in any equity compensation plan of the Company on such terms as may be approved by the Board. The Employment Agreement has an initial term of three years, renewing annually for successive one-year terms, subject to either party’s right to terminate the Employment Agreement by providing not less than 120 days’ notice prior to each such one-year anniversary. If the Employment Agreement is terminated by the Company for cause (as defined therein) or by Mr. McWilliams without good reason (as defined therein), the Company must pay only such obligations as have accrued through the last day of employment. If the Employment Agreement is terminated by the Company other than for cause or by Mr. McWilliams for good reason, then the Company must continue to pay Mr. McWilliams’ base salary then in effect for a period of twenty-four months, continue to provide employee benefits during such period, and additionally pay to Mr. McWilliams any prorated bonus as determined by the Board. The Employment Agreement otherwise contains customary non-competition, and non-solicitation restrictions applicable during the term of the Employment Agreement and extending for a period of twelve months following termination of Mr. McWilliams’ employment with the Company, together with other customary terms and conditions.

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Additionally, on January 24, 2020, the Company entered into a consulting and non-executive chairman agreement (the “Consulting Agreement”) with Mr. Cartwright, to which Mr. Cartwright has agreed to provide the Company with his services as Chairman of the Board, together with certain other consulting services for a two-year period. The Consulting Agreement provides for consulting fees of $50,000 per month during the term, other than in respect of January, February and the months of March through July 2020, for which the applicable fees are $22,575, $100,000 and $75,485, respectively. The Consulting Agreement additionally provides for an annual retainer of $250,000 for Mr. Cartwright’s service as Chairman of the Board, to be paid in four quarterly installments. If the Consulting Agreement is terminated by the Company for cause (as defined therein) or by Mr. Cartwright for any reason, the Company must pay only such obligations as have accrued through the last day of Mr. Cartwright’s service as a consultant. If the Consulting Agreement is terminated by the Company other than for cause, then the Company must pay to Mr. Cartwright in a lump sum the balance of the consulting fees that would have otherwise become payable through the duration of the full two-year consulting term. The Consulting Agreement otherwise contains customary non-competition and non-solicitation provisions, together with other customary terms and conditions.

The foregoing description of the Employment Agreement and the Consulting Agreement is only a summary and is qualified in its entirety by reference to the full text of the Employment Agreement and the Consulting Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits

10.1    Executive Employment Agreement, dated January 24, 2020, by and between AAC Holdings, Inc. and Andrew W. McWilliams
10.2    Consulting and Non-Executive Chairman Agreement, dated January 24, 2020, by and between AAC Holdings, Inc. and Michael Cartwright.


AAC Holdings, Inc. Exhibit
EX-10.1 2 d920902dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 24th day of January,…
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About AAC HOLDINGS, INC. (NYSE:AAC)

AAC Holdings, Inc. is a provider of inpatient and outpatient substance abuse treatment services for individuals with drug and alcohol addiction. The Company performs drug testing and diagnostics laboratory services and provides physician services to its clients. As of June 30, 2016, the Company operated 12 residential substance abuse treatment facilities located throughout the United States, focused on delivering clinical care and treatment solutions across 1,139 beds, which includes 636 licensed detoxification beds, and 18 standalone outpatient centers. In addition, the Company focuses on expanding The Oxford Centre facility. As of June 30, 2016, the Company’s capacity at its Forterus treatment facility was 14 beds. The Company is engaged in deploying research-based treatment programs with structured curricula for detoxification, residential treatment, partial hospitalization and intensive outpatient care. The Company is also an Internet marketer in the addiction treatment industry.

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