Diplomat Pharmacy,Inc. (NYSE:DPLO) Files An 8-K Results of Operations and Financial Condition
Item 2.02Results of Operations and Financial Condition.
On January7, 2019, Diplomat Pharmacy,Inc. (the “Company”) publicly announced an update to its 2018 guidance and provided a preliminary 2019 outlook. A copy of the Company’s news release and a related supplemental slide presentation regarding the foregoing are attached hereto as Exhibits99.1 and 99.2, respectively, each of which is incorporated herein by reference. The information provided under this Item 2.02 and the attached exhibits shall not be deemed filed for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as shall be expressly stated by specific reference in such filing.
Item 2.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January4, 2019, the Company and Joel Saban mutually agreed that Mr.Saban would resign from his position as the Company’s President effective immediately.
On January4, 2019 (the “Effective Date”), the Company and Mr.Saban entered into a separation and release agreement (the “Agreement”). The Agreement provides that: (i)the Company shall pay Mr.Saban unpaid base salary through the Effective Date and $307,500, to be paid by March15, 2019, plus any amounts specifically provided for under the Company’s employee benefit plans or as otherwise expressly required by applicable law (the “Accrued Benefits”); (ii)immediately following the Effective Date, 13,333 of the unvested time-based restricted stock units (“RSUs”) granted to Mr.Saban on March27, 2018 in connection with the Company’s annual equity incentive compensation, shall vest; and (iii)the portion of the performance-based RSUs granted to Mr.Saban on March27, 2018 in connection with the Company’s annual equity incentive compensation, to the extent earned based on actual 2018 performance and for the tranches scheduled to vest on March27, 2019 and March27, 2020, shall vest on March27, 2019. The unvested option awards and time-based RSUs held by Mr.Saban will terminate immediately following the Effective Date. The earned but unvested performance-based RSUs will terminate no later than March27, 2019. Any vested options held by Mr.Saban will be exercisable for a period of 90days following the Effective Date. Any portion of the Accrued Benefits attributed to Mr.Saban’s 2018 bonus remains subject to the bonus plan’s clawback policy, and the performance-based RSUs may remain subject to forfeiture and/or recovery under any compensation recovery policy that the Company may adopt from time to time.
Mr.Saban’s right to receive the foregoing amounts and benefits is conditioned upon his execution of a general release of any claims, which becomes irrevocable, for the benefit of the Company. Furthermore, to his previously executed employment agreement: (1)Mr.Saban remains subject to confidentiality requirements and (2)Mr.Saban is subject to non-competition and non-solicitation requirements that extend for 12months following termination of his employment with the Company.
The foregoing summary is qualified in its entirety by reference to the Agreement attached hereto as Exhibit10.1 and incorporated herein by reference.
Item 2.02Financial Statements and Exhibits.
(d)Exhibits
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Diplomat Pharmacy,Inc. | |
|
By: |
/s/ATUL KAVTHEKAR Atul Kavthekar Chief Financial Officer |
Date: January7, 2019
QuickLinks
Diplomat Pharmacy, Inc. Exhibit
EX-10.1 2 a2237487zex-10_1.htm EX-10.1 QuickLinks — Click here to rapidly navigate through this document Exhibit 10.1 Separation & Release Agreement In consideration for certain benefits granted to the undersigned (the “Employee”) as set forth in this release,…
To view the full exhibit click here
About Diplomat Pharmacy,Inc. (NYSE:DPLO)
Diplomat Pharmacy, Inc. operates a specialty pharmacy business, which stocks, dispenses and distributes prescriptions for various biotechnology and specialty pharmaceutical manufacturers. The Company’s primary focus is on medication management programs for individuals with chronic diseases, including oncology, immunology, hepatitis, multiple sclerosis, specialized infusion therapy, and various other serious and/or long-term conditions. The Company operates through specialty pharmacy services segment. The Company offers various services, such as specialty drug dispensing, retail specialty services, hospital and health system services, and hub services. Its specialty drug dispensing services include patient care coordination, clinical services, compliance and persistency programs, patient financial assistance, specialty pharmacy training/consulting (Diplomat University), benefits investigation, prior authorization and risk evaluation and medication strategy (REMS).
