Hanger,Inc. (OTCMKTS:HNGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Hanger,Inc. (OTCMKTS:HNGR) 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.

Hanger,Inc. (the “Company”) announced that on November14, 2017 the Company’s Board of Directors (the “Board”) elected Thomas C. Freyman and John T. Fox as directors of the Company to serve until the 2018 annual meeting of stockholders of the Company and until their successors are elected and qualified.

Mr.Freyman recently retired from Abbott Laboratories after serving as Executive Vice President of Finance and Administration, and prior to that, Chief Financial Officer. Mr.Freyman served in a number of other key roles throughout his 16-year tenure at Abbott Laboratories, a publicly held company that engages in the discovery, development, manufacture and sale of a broad and diversified line of healthcare products. Earlier in his career, Mr.Freyman held various accounting, financial planning, treasury and controllership roles. Since 2013, Mr.Freyman has been a member of the Board of Directors and a member of the Audit Committee of Tenneco,Inc. Mr.Freyman, a Certified Public Accountant, earned a bachelor’s degree in accounting from University of Illinois, Urbana-Champaign and a master’s degree in management from Kellogg Graduate School of Management, Northwestern University.

Since 2015, Mr.Fox has held the position of Chief Executive Officer and President of Beaumont Health, Michigan’s largest healthcare system. Prior to joining Beaumont Health, Mr.Fox held positions at Emory Healthcare, the largest and most comprehensive health system in Georgia. He joined Emory as Chief Operating Officer in 1999 and assumed the role of Chief Executive Officer and President in 2002. Throughout his 30+ year career, Mr.Fox has held various roles within the healthcare sector, including Executive Vice President of IU Health (formerly Clarian Health), a large health system and academic medical center in Indianapolis, and Vice President and Chief Financial Officer at The John Hopkins Hospital in Baltimore, Maryland. After obtaining a bachelor’s degree and a master’s degree in business administration, Mr.Fox began his career as an MBA/CPA at Coopers& Lybrand. Mr.Fox was a director at HealthSpring,Inc. from 2010 until its acquisition by Cigna in 2012.

As non-employee directors, Mr.Freyman and Mr.Fox will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are described in the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission on May12, 2017. Upon their elections to the Board, each of Mr.Freyman and Mr.Fox will be entitled to receive a pro rata portion of the annual cash retainer and annual equity award payable to non-employee directors.

There is no arrangement or understanding between either of Mr.Freyman or Mr.Fox and any other person to which Mr.Freyman or Mr.Fox was elected as a director of the Company, and there are no transactions in which Mr.Freyman or Mr.Fox have an interest requiring disclosure under Item 404(a)of Regulation S-K.

Mr.Freyman and Mr.Fox were elected by the Board to fill vacancies created by the Board when it increased the size of its Board from nine to eleven directors to its authority to determine the size of the Board as granted to it under the Amended and Restated By-Laws of the Company.

Mr.Freyman was made a member of the Audit Committee of the Board following his election to the Board. Mr.Fox was made a member of the Compensation Committee of the Board following his election to the Board.

Additionally, on November14, 2017, Thomas P. Cooper, the Chairman of the Board, and Cynthia L. Feldmann notified the Company that they intend to retire as directors effective as of January1, 2018. The resignations were not a result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Board has taken all action necessary to reduce the size of the Board from eleven to nine directors, effective immediately upon their retirements, to its authority to determine the size of the Board.

The Board has elected Christopher B. Begley to assume the role of Chairman of the Board effective upon Dr.Cooper’s retirement.

Upon his retirement, the Board has designated Dr.Cooper to become Director Emeritus. As Director Emeritus, Dr.Cooper will be invited to attend meetings of the Board, but will not be entitled to vote on any matter presented to the Board. Dr.Cooper will not be an employee of the Company. The Company intends to enter into an agreement with Dr.Cooper in connection with his Director Emeritus role that will outline his and the Company’s obligations and responsibilities relating to this new position, including, among other things, Dr.Cooper providing assistance to the Company as reasonably requested and reconfirming applicable non-solicitation and confidentiality covenants. to the agreement and in consideration of the services to be provided by Dr.Cooper to the Company, the Company has agreed to compensate Dr.Cooper in an annual amount, which will be determined by the Compensation Committee of the Board, and to provide reimbursement for travel expenses per the policy for reimbursable travel expenses for directors.

A copy of the Company’s press release announcing the elections of Mr.Freyman and Mr.Fox, the retirements of Dr.Cooper and Ms.Feldmann and the designation of Dr.Cooper as Director Emeritus is attached hereto as Exhibit99.1 and is incorporated herein by reference into this Item 5.02.

Item 5.02 Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c) Not applicable.

(d)Exhibits.

EXHIBITINDEX


HANGER, INC. Exhibit
EX-99.1 2 a17-27107_1ex99d1.htm EX-99.1 Exhibit 99.1   Hanger Announces Changes to Board of Directors   Thomas Freyman and John Fox elected to Board of Directors Thomas Cooper and Cynthia Feldmann to retire effective January 1,…
To view the full exhibit click here

About Hanger,Inc. (OTCMKTS:HNGR)

Hanger, Inc. is a rehabilitative product and service company. The Company delivers orthotic and prosthetic (O&P) patient care, products, services and therapeutic solutions. The Company offers advanced prosthetics and orthotics, clinically differentiated programs and unsurpassed customer service. The Company comprises nine business units that serve various segments of the O&P industry. The Company’s segments include Patient Care, and Products & Services. The Patient Care segment includes Hanger Clinic and Linkia. The Hanger Clinic specializes in orthotic and prosthetic services and products. Linkia is a specialty healthcare company, which is engaged in the O&P management and care. The Products & Services segment includes Southern Prosthetic Supply (SPS), Accelerated Care Plus (ACP), SureFit, Innovative Neurotronics, Inc. and SPS National Labs.

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