TENET HEALTHCARE CORPORATION (NYSE:THC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
In accordance with a previously disclosed transition plan, on October23, 2017, Trevor Fetter resigned as a member of the Board of Directors (the “Board”) of Tenet Healthcare Corporation (the “Company”) and as the Company’s Chief Executive Officer. Effective as of that date, the Board appointed Mr.Rittenmeyer to serve as Chief Executive Officer in addition to the role of Executive Chairman. In his role as Executive Chairman, Mr.Rittenmeyer has served as the Company’s principal executive officer since August31, 2017.
Concurrently with Mr.Fetter’s resignation, the Company entered into a Separation Agreement and Release (“Separation Agreement”) with Mr.Fetter setting forth the terms and conditions relating to the termination of his employment with the Company. The Separation Agreement provides that Mr.Fetter will receive benefits consistent with a Qualifying Termination and/or termination without cause under the Company’s Third Amended and Restated Executive Severance Plan and other employee benefit plans as described in its 2017 Proxy Statement under the caption “Potential Payments Upon Termination or Change of Control—Non-Cause Termination/No Change of Control.” In addition, the Separation Agreement provides Mr.Fetter with the opportunity to continue to vest in all outstanding unvested long-term incentive awards and to exercise vested or vesting stock options for three years following his termination, subject to his compliance with certain restrictive covenants, including non-competition and non-solicitation covenants. Performance-based long-term incentive awards would be earned based on the Company’s actual performance against the existing performance criteria previously established by the Human Resources Committee of the Board. The performance achievement levels for Mr.Fetter’s awards are not guaranteed but are subject to actual performance results.
In connection with the transition of Mr.Fetter’s prior management role and responsibilities, he has agreed to provide consulting services as requested by the Company’s Executive Chairman and Chief Executive Officer. to the terms of the consulting agreement, the form of which is attached as Attachment E to the Separation Agreement, Mr.Fetter will receive a fee of $50,000 per month through December31, 2017 (unless earlier terminated by either party).
The Separation Agreement is attached as Exhibit 10.1 and is incorporated into this Item 5.02 by reference. The foregoing summary of the Separation Agreement is qualified in its entirety by reference thereto.
| Item 5.02. | Regulation FD Disclosure. |
On October23, 2017, the Company issued a press release announcing the resignation of Mr.Fetter and the appointment of Mr.Rittenmeyer. The press release is furnished as Exhibit 99.1 hereto.
| Item 5.02. | Financial Statements and Exhibits. |
(d)Exhibits
TENET HEALTHCARE CORP ExhibitEX-10.1 2 d455423dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Separation Agreement”) is entered into as of the “Effective Date” (as defined below in Section 11),…To view the full exhibit click here
About TENET HEALTHCARE CORPORATION (NYSE:THC)
Tenet Healthcare Corporation (Tenet) is a healthcare services company. The Company operates regionally focused, integrated healthcare delivery networks in large urban and suburban markets in the United States. The Company operates through three segments: Hospital Operations and other, Ambulatory Care and Conifer. With its networks, including acute care and specialty hospitals, which are engaged in providing outpatient facilities and related businesses, the Company provides a range of healthcare services in the communities it serve. It operates approximately 90 hospitals, 20 short-stay surgical hospitals, 475 outpatient centers, nine facilities in the United Kingdom and six health plans through its subsidiaries, partnerships and joint ventures. In addition, its Conifer Holdings, Inc. (Conifer) subsidiary provide healthcare business process services in the areas of revenue cycle management and technology-enabled performance improvement and health management solutions to health systems.
