QUORUM HEALTH CORPORATION (NYSE:QHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Resignation and Appointment of Director
On September28, 2017, Quorum Health Corporation, a Delaware corporation (the “Company”) announced that Adam Feinstein resigned from the Company’s Board of Directors (the “Board”), and that Terry Allison Rappuhn had accepted appointment to fill the director vacancy created by Mr.Feinstein’s resignation. Prior to his resignation, Mr.Feinstein served as chair of the Audit and Compliance Committee and as a member of the Governance and Nominating Committee. Mr.Feinstein indicated his decision to resign from the Company’s Board was based on his other obligations, most notably his role as the Managing Partner at Vesey Street Capital Partners, and he confirmed his resignation was not the result of any disagreement with the Company with respect to its financial and auditing policies, operations or practices.
Earlier this year, the Governance and Nominating Committee had undertaken to identify qualified potential independent director candidates having significant financial expertise should the Board determine to add another independent director to serve on the Audit and Compliance Committee. Mr.Feinstein’s written notice of resignation was received and accepted by the Board on September27, 2017, concurrently with its determination upon the recommendation of the Governance and Nominating Committee to appoint Ms.Rappuhn as a member of the Board, as Chair of the Audit and Compliance Committee and as a member of the Governance and Nominating Committee.
Ms.Rappuhn, 61, brings significant financial expertise to the Board and also has extensive experience in the healthcare industry. Since 2015, she has served as a director of Akorn, Inc. (NASDAQ: AKRX), a publicly-held specialty pharmaceutical company, and has served as a member of its audit committee since 2015, a member of its nominating and corporate governance committee since 2016 and as chair of its audit committee since 2017. In June 2017, Ms.Rappuhn also joined the board of directors of Genesis Healthcare Inc. (NYSE: GEN), one of the nation’s largest post-acute care providers, where she has served as a member of its audit committee and of its nominating, corporate governance, quality and compliance committee. Previously, Ms.Rappuhn served on the boards of Span-America Medical Systems, Inc. (2016-2017), AGA Medical Holdings, Inc. (2006-2010) and Genesis HealthCare Corporation (2003-2007). From 1999 to April 2001, Ms.Rappuhn served as Senior Vice President and Chief Financial Officer of Quorum Health Group, Inc. (previously a publicly held company that was acquired by Triad Hospitals, Inc.), an owner and operator of acute care hospitals. From 1996 to 1999 and from 1993 to 1996, Ms.Rappuhnserved as Quorum Health Group, Inc.‘s Vice President, Controller and Assistant Treasurer and as Vice President, Internal Audit, respectively. Ms.Rappuhnholds a Bachelor of Business Administration from Middle Tennessee State University and is a Certified Public Accountant with 15 years of experience with Ernst& Young, LLP.
The Board of Directors has determined that Ms.Rappuhn is an “independent” director under applicable SEC and New York Stock Exchange rules and is an “audit committee financial expert” as such term is defined under applicable SEC rules. There are no arrangements or understandings between Ms.Rappuhn and any other persons to which she was selected as a director. Ms.Rappuhn has no family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Ms.Rappuhn and the Company that would be required to be disclosed to Item404(a) of Regulation S-K.
Ms.Rappuhn will receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Non-Employee Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April13, 2017.
About QUORUM HEALTH CORPORATION (NYSE:QHC)
Quorum Health Corporation is an operator and manager of general acute care hospitals and outpatient services in the United States. The Company operates in two segments: Hospital operations, which includes its general acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services, and hospital management advisory and consulting services, which includes Quorum Health Resources, LLC (QHR). It operates QHR, which is a hospital management advisory and consulting services that provides services to non-affiliated general acute care hospitals. Its hospitals and its affiliated businesses offer services, such as general acute care, emergency room, general and specialty surgery and rehabilitation services. On April 1, 2016, Community Health Systems, Inc. announced that its board of directors has approved the distribution to its stockholders of 100% of the common stock of a new, independent publicly traded company, Quorum Health Corporation.
