American Renal Associates Holdings, Inc. (NYSE:ARA) 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.
Renal Associates Holdings, Inc. (the Company) increased the size
of the Board from eight to ten members and appointed Robert H.
Fish and Susanne V. Clark as directors of the Company to fill the
resulting vacancies, effective immediately. Mr. Fish was
appointed as a Class I director with an initial term expiring at
the Companys 2017 Annual Meeting of Shareholders, where he will
stand for election. Mr. Fish also has been designated as a member
of the Audit Committee of the Board. Ms. Clark was appointed as a
Class II director, with an initial term expiring at the Companys
2018 Annual Meeting of Shareholders. Ms. Clark has not been and,
as of the date of this Current Report on Form 8-K, is not
expected to be designated as a member of any committees of the
Board.
Healthcare, Inc. (NYSE: GEN) and LifeCare Health Partners, LLC.
Mr. Fish has held leadership positions in a wide variety of
health care service organizations, including CEO of Skilled
Healthcare Group, Inc. prior to its combination with Genesis
Healthcare, Inc. (Genesis), Managing Partner of Sonoma-Seacrest,
LLC, Chairman and CEO of Genesis Health Ventures, a predecessor
to Genesis, President and CEO of St. Joseph Health System, and
President and CEO of Valley Care Health System. Mr. Fishs prior
board experience includes serving as chairman of REACH Medical
Holdings, serving as the executive chairman of Coram, Inc., and
serving as a director of NeighborCare, Inc. Mr. Fish also serves
as a member of the board of directors of the St. Helena Hospital
Foundation, a philanthropic organization benefiting the St.
Helena Hospitals in Napa Valley. Mr. Fish holds a Bachelor of
Arts in Sociology from Whittier College, and a Masters degree in
Hospital Administration from the University of California at
Berkeley.
General Counsel of Centerbridge Partners, L.P. (Centerbridge).
Prior to joining Centerbridge, Ms. Clark has had a distinguished
career serving in legal and business roles at a variety of
financial services firms, including General Counsel and Chief
Compliance Officer of Basso Capital Management, L.P., Deputy
General Counsel of Amaranth Group Inc., and Vice President and
Assistant General Counsel of Goldman Sachs Group, Inc. Ms. Clark
started her career as an Associate in the New York Office of
Shearman Sterling LLP. Ms. Clark graduated with honors from
Swarthmore College and received her J.D. from Columbia Law
School.
stockholders agreement with affiliates of Centerbridge and
certain of the Companys executive officers, which provides that
until the Company ceases to be a controlled company, such
affiliates of Centerbridge will have the right to designate a
majority of the Companys directors. After the Company ceases to
be a controlled company, affiliates of Centerbridge will continue
to have the right to designate nominees to the Companys board of
directors, subject to the maintenance of certain ownership
requirements in the Company. Affiliates of Centerbridge have
selected Mr. Fish and Ms. Clark as directors.
no arrangements or understandings with any other person to which
he or she was appointed as a director, and (ii) no family
relationship with any current director or executive officer of
the Company or any person nominated or chosen by the Company to
become a director or executive officer.
material interest in any transaction or series of similar
transactions contemplated by Item 404(a) of Regulation S-K.
compensation policy, on April 18, 2017, the Board granted to Mr.
Fish 7,571 shares of restricted stock of the Company, as
compensation for service as a director. Subject to Mr. Fishs
continued service, 50% of the shares of restricted stock will
vest on the first anniversary of the grant date. He will also
receive a $55,000 annual cash fee for service on the Board,
together with a $10,000 annual cash fee for service on the Audit
Committee.
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Item 9.01.
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Financial Statements and Exhibits
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Current Report on Form 8-K.
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Exhibit
No.
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Description
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99.1
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Press release, dated April 19, 2017
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About American Renal Associates Holdings, Inc. (NYSE:ARA)
American Renal Associates Holdings, Inc. is a dialysis services provider in the United States. The Company focuses on joint venture partnerships with physicians. The Company’s segment is the ownership and operation of dialysis clinics. It provides patient care and clinical outcomes to patients suffering from the advanced stage of chronic kidney disease, known as end stage renal disease (ESRD). It operates clinics through a joint venture (JV) model, in which it partners with local nephrologists to develop, own and operate dialysis clinics. Each of its clinics is maintained as a separate joint venture in which it has the controlling interest, and its nephrologist partners and other joint venture partners have a non-controlling interest. The Company opens over 20 de novo clinics each year. The Company has owned and operated over 190 dialysis clinics in partnership with approximately 350 nephrologist partners treating over 13,000 patients in over 20 states and the District of Columbia. American Renal Associates Holdings, Inc. (NYSE:ARA) Recent Trading Information
American Renal Associates Holdings, Inc. (NYSE:ARA) closed its last trading session down -0.31 at 16.86 with 50,627 shares trading hands.
