InfuSystem Holdings, Inc. (NYSEMKT:INFU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of President and Chief Executive
Officer. On May18, 2017, InfuSystem Holdings, Inc.
(the Company) and Eric K. Steen mutually agreed that Mr.Steen
will cease serving as the Companys President and Chief Executive
Officer or as an employee of the Company, effective immediately.
In addition, in connection with his departure, Mr.Steen also
resigned as a director of the Companys Board of Directors (the
Board), effective immediately.
As a result of his departure, Mr.Steen will be entitled to
receive the following payments and benefits to the terms of his
employment agreement with the Company: (i)any earned, but unpaid
base salary; (ii)any accrued, but unpaid incentive compensation
(Bonus Amounts) earned in the previous year; (iii)any accrued,
but unpaid paid time off; (iv)unreimbursed business expenses;
(v)a cash severance payment equal to 15 months of his base
salary; (vi)target Bonus Amounts to which he would otherwise be
entitled if employed during the 12 months following his
departure; and (vii)continuation of COBRA health benefits during
the 12 months following his departure. The Companys obligation to
pay the foregoing amounts will be contingent upon Mr.Steens
execution and delivery to the Company of an unconditional general
release, in a form satisfactory to the Company, of certain claims
against the Company and its affiliates, and the Companys
obligation to pay the foregoing amounts set forth in clauses (v),
(vi) and (vii)will be contingent upon Mr.Steens continued
performance of his post-termination obligations under his
employment agreement.
Appointment of Executive Chairman; Creation of Office
of the President. Effective as of May18, 2017, the
Board appointed Gregg Lehman, Ph.D., as Executive Chairman of the
Company. In that role, Dr.Lehman will continue his duties as
Chairman of the Board, will serve as the interim principal
executive officer of the Company and will lead the newly-formed
Office of the President described below. Dr.Lehman, age 70, has
been a member of the Companys Board of Directors since May8,
2014. Dr.Lehman is a nationally recognized leader in population
health management and has more than 28 years experience in the
health care industry. Dr.Lehman has served as Chief Executive
Officer of EB Employee Solutions, LLC, a healthcare insurance
agency and third party administrator, since May 2014. Dr.Lehman
was previously President and Chief Executive Officer of MGC
Diagnostics Corporation, a leading cardio-respiratory diagnostic
company from July 2011 until May 2014. Dr.Lehman has a Doctorate
and a Master of Science degree in higher education
administration, with a minor in finance and economics from Purdue
University and a Bachelor of Science in business management and
marketing from Indiana University.
Effective as of May18, 2017, the Board also created an Office of
the President, whose members will support oversight of the
Companys strategic initiatives until a new Chief Executive
Officer is appointed. The Office of the President will be led by
Dr.Lehman and will include the following additional members:
David Dreyer, a current director; Janet Skonieczny, Executive
Vice President, Chief Operating Officer, Compliance Officer and
Privacy Officer; Richard DiIorio, Executive Vice President and
General Manager of Oncology; and Christopher Downs, Executive
Vice President and Interim Chief Financial Officer.
| Item7.01. | Regulation FD Disclosure. |
On May18, 2017, the Company issued a press release announcing the
Board and management changes discussed above. The press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 Regulation FD Disclosure of
this Current Report on Form 8-K and the press release attached
hereto as Exhibit 99.1 shall not be deemed filed for the purpose
of Section18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of such section, and
shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.
| Item9.01 | Financial Statements and Exhibits. |
| (d)Exhibits: |
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Exhibit No. |
Description |
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| 99.1 | Press Release of InfuSystem Holdings, Inc., dated May18, 2017 |
About InfuSystem Holdings, Inc. (NYSEMKT:INFU)
InfuSystem Holdings, Inc. is a provider of infusion pumps and related products and services for patients in the home, oncology clinics, ambulatory surgery centers and other sites of care. The Company delivers local, field-based customer support and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, Texas and Ontario, Canada. Its service is to supply electronic ambulatory infusion pumps and associated disposable supply kits to oncology clinics, infusion clinics and hospital outpatient chemotherapy clinics for the treatment of a range of cancers, including colorectal cancer, pain management and other disease states. It sells or rents new and pre-owned pole mounted and ambulatory infusion pumps to, and provides biomedical recertification, maintenance and repair services for oncology practices, as well as other alternate site settings, including home care and home infusion providers, skilled nursing facilities, pain centers and others. InfuSystem Holdings, Inc. (NYSEMKT:INFU) Recent Trading Information
InfuSystem Holdings, Inc. (NYSEMKT:INFU) closed its last trading session 00.00 at 1.35 with 69,168 shares trading hands.