ENVISION HEALTHCARE CORPORATION (NYSE:EVHC) Files An 8-K Results of Operations and Financial ConditionItem 2.02. Results of Operations and Financial Condition.
On January 4, 2018, Envision Healthcare Corporation, a Delaware corporation (the "Company") issued a press release announcing certain corporate governance changes, which are described below in Item 8.01 of this Form 8-K, affirming its previously disclosed financial guidance for the fourth quarter of 2017, and providing an investor update. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and the information contained in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
Item 8.01. Other Events.
Appointment of Lead Independent Director
On January 4, 2018, the Board of Directors (the “Board”) of the Company elected James D. Shelton, currently serving as a director, to serve as its lead independent director for a term of one year, effective immediately. The Board also amended the Company’s Corporate Governance Guidelines to provide for the election of a lead independent director of the Board on an annual basis and to establish the responsibilities of the lead independent director. William A. Sanger, the Board’s Chairman, will continue to serve as Chairman.
Proposed Changes to the Board’s Classified Structure
The Company also announced the Board’s intention to submit a proposal to the Company’s stockholders at its 2018 annual meeting of stockholders (the “2018 Annual Meeting”) to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to provide for the election of directors on an annual basis. Currently, the Company’s Charter provides for a classified Board, with members of each of three classes serving staggered three-year terms. If the proposed Charter amendment is approved by the Company’s stockholders, directors elected at the Company’s 2018 Annual Meeting will be elected to a three-year term, and commencing with the Company’s 2019 annual meeting of stockholders, directors whose terms expire at each annual meeting of stockholders would be elected for a one-year term. Accordingly, by the Company’s 2021 annual meeting of stockholders, and thereafter, the entire Board would be up for election annually.
Proposed Proxy Access By-law
Separately, the Company also announced the Board’s intention to amend its Second Amended and Restated By-Laws (the “By-laws”) to implement proxy access, which will permit a stockholder owning, or a group of up to 20 stockholders collectively owning, 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials a limited number of director candidates, provided that the stockholders and nominees satisfy certain customary requirements and procedures. The Company expects that the Board will adopt the amended By-laws prior to the Company’s 2018 Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
Description of Exhibit |
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99.1 |
Press Release dated January 4, 2018. |
Envision Healthcare Corp ExhibitEX-99.1 2 evhc8k20180104ex99v1.htm EXHIBIT 99.1 Exhibit Exhibit 99.1ENVISION HEALTHCARE PROVIDES BUSINESS & GOVERNANCE UPDATE Board Appoints James D. Shelton Lead Independent Director and Will Propose Charter and Bylaw Amendments For Annual Director Elections and Adoption of Proxy AccessJ.P. Morgan Securities,…To view the full exhibit click here