AdCare Health Systems, Inc. (NYSEMKT:ADK) 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 Arrangements of Certain Officers. |
Changes in Item 7.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.02.
|
Item 7.01
|
Regulation FD.
|
(the Board) of AdCare Health Systems, Inc. (the Company)
established an independent committee of the Board (the Special
Committee) to conduct an internal investigation with respect to
the circumstances surrounding the inaccurate representation of
the educational credentials of William McBride, III, the Companys
Chief Executive Officer and Chairman of the Board, and related
matters (the Internal Investigation). The Special Committee, with
the assistance of independent legal counsel, has conducted and
now completed the Internal Investigation.
other things, that: (i) in connection with his hiring by the
Company, Mr. McBride intentionally misrepresented his educational
credentials to the Board by indicating that he had an MBA degree
from the University of California Los Angeles, which he does not;
and (ii) Mr. McBride then allowed the same false information to
be (a) included in a press release issued by the Company on
October 13, 2014, which was then furnished as an exhibit to a
Current Report on Form 8-K filed by the Company on October 17,
2014, and (b) incorporated into the biographical information with
respect to Mr. McBride that appeared on the Companys website.
Based on the foregoing and the recommendation of the Special
Committee, the Board instituted the leadership changes described
below.
with the Company as its Chief Executive Officer for cause (as
defined in the Executive Employment Agreement, dated October 10,
2014, between the Company and Mr. McBride, as subsequently
amended (the Employment Agreement)), effective immediately. to
the Employment Agreement, upon termination of his employment for
any reason, Mr. McBride will be treated for all purposes as
having resigned from all positions that he holds or has ever held
with the Company and any of its subsidiaries or affiliates.
Accordingly, the termination of Mr. McBrides employment
constitutes his resignation from the Board as of such
termination.
Companys President and Chief Financial Officer, to also serve as
the Companys Chief Executive Officer, effective upon Mr. McBrides
termination.
since October 14, 2015, as the Companys President and Chief
Financial Officer since April 1, 2015, and as the Companys
Secretary since May 1, 2015. From 2011 through February 2015, Mr.
Rimland served as a Managing Director at Stephens Inc., a
financial services firm, within its Investment Banking Group. In
part, Mr. Rimland was responsible for originating and leading
mergers and acquisitions and capital raising transactions for
healthcare services clients. During the three years prior to
working at Stephens Inc., Mr. Rimland was a Managing Director at
JMP Securities LLC, an investment bank, where he served as
Co-Head of its
Securities, LLC, Mr. Rimland focused on mergers and
acquisitions and public and private equity capital raising for
healthcare services clients. Prior thereto, he was an
investment banker at a number of investment banks including,
Wachovia Capital Markets, Banc of America Securities and Morgan
Stanley Dean Witter.
President and Chief Financial Officer effective April 1, 2015,
the Company entered into an Employment Agreement with Mr.
Rimland, effective as of such date, the terms of which are
described under Part III., Item 11., Executive Compensation –
Employment Agreements – Current Officers – Allan J. Rimland of
the Companys Annual Report on Form 10-K for the year ended
December 31, 2016, which description is incorporated by
reference into this Item 7.01 and Item 5.02 of this Current
Report on Form 8-K. No changes were made to Mr. Rimlands
compensation in connection with his appointment as the Companys
Chief Executive Officer.
About AdCare Health Systems, Inc. (NYSEMKT:ADK)
AdCare Health Systems, Inc., through its subsidiaries, is a self-managed real estate investment company that invests in real estate purposed for long-term care and senior living. The Company’s business principally consists of leasing and subleasing such facilities to third-party tenants, which operate the facilities. The Company owns, leases, or manages for third parties approximately 40 facilities mainly in the Southeast. Its portfolio consists of over 30 skilled nursing facilities, approximately two assisted living facilities and an independent living facility. The Company’s facilities provide a range of healthcare and related services to patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. AdCare Health Systems, Inc. (NYSEMKT:ADK) Recent Trading Information
AdCare Health Systems, Inc. (NYSEMKT:ADK) closed its last trading session 00.00 at 1.10 with 6,412 shares trading hands.
