U.S. PHYSICAL THERAPY, INC. (NYSE:USPH) 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.
adopted the following incentive plans for the Senior Management
which includes Mr. Reading, Chief Executive Officer (“CEO”),
Mr. McAfee, Chief Financial Officer (“CFO”), and Mr. McDowell,
Chief Operating Officer (“COO”).
2017
99.4 to this report. The discussions set forth below are
qualified in their entirety by reference to such exhibits.
2017 (“Objective LTIP”). Under the Objective LTIP, Executives
have an opportunity to receive restricted stock awards (“RSAs”)
under the Amended and Restated 2003 Stock Incentive Plan, as
further amended effective April 1, 2013 (“2003 Plan”), to be
granted by the Compensation Committee (as the term “Committee”
is defined in Section 1.8 of the 2003 Plan) in the first quarter
of 2018. The following maximum amounts of RSAs may be granted
under this Objective LTIP based on the Companys 2017 consolidated
pre-tax income (before charges/credits for changes in Mandatorily
Redeemable Non-Controlling interests and any extraordinary items
and after consideration of the compensation expense required to
be reported in 2017 related to this Objective Bonus Plan and all
other management incentive plans): CEO = 11,000 shares; CFO =
5,500 shares; COO = 5,500 shares. For a complete description of
the Objective LTIP refer to Exhibit 99.1, which plan is
incorporated herein by reference.
2017 (“Discretionary LTIP”). The Committee may, in its judgment
and at its sole discretion, grant RSAs under the 2003 Plan, based
on its evaluation of an Executive’s performance and the
collective corporate performance for 2017. The following shall be
the maximum amount of shares that may be awarded under this
program to each specified participant: CEO = up to 11,000 shares;
CFO = up to 5,500 shares; COO = up to 5,500 shares. For a
complete description of the Discretionary LTIP refer to Exhibit
99.2, which plan is incorporated herein by reference.
(“Objective Cash Bonus Plan”). Under the Objective Cash Bonus
Plan, Executives have an opportunity to receive a cash bonus of
up to 75% of the Executive’s annual base salary for 2017
(“Base”) based on the Companys 2017 consolidated pre-tax income
(before charges/credits for changes in Mandatorily Redeemable
Non-Controlling interests and any extraordinary items and after
consideration of the compensation expense required to be reported
in 2017 related to this Objective Bonus Plan and all other
management incentive plans). The Base for Mr. Reading is
$725,000, Mr. McAfee $470,000 and Mr. McDowell $470,000. For a
complete description of the Objective Cash Bonus Plan refer to
Exhibit 99.3, which plan is incorporated herein by reference.
(“Discretionary Cash Bonus Plan”). Under the Discretionary Cash
Bonus Plan, each Executive has the potential to be awarded a cash
bonus of up to 50% of his Base. This Discretionary Cash Bonus
Plan shall be administered by the Committee and the Compensation
Committee shall have the sole authority to grant awards and
establish the amounts payable under this plan, make all
determinations and interpret and construe all of the terms of
this plan. For a complete description of the Discretionary Cash
Bonus Plan refer to Exhibit 99.4, which plan is incorporated
herein by reference.
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Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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Description of Exhibits
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99.1
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U. S. Physical Therapy, Inc. Long-Term Incentive Plan for
Senior Management for 2017, effective March 24, 2017. |
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| 99.2 |
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2017, effective March 24, 2017. |
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| 99.3 |
U. S. Physical Therapy, Inc. Objective Cash Bonus Plan for Senior Management for 2017, effective March 24, 2017 |
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| 99.4 |
U. S. Physical Therapy, Inc. Discretionary Cash Bonus Plan for Senior Management for 2017, effective March 24, 2017 |
About U.S. PHYSICAL THERAPY, INC. (NYSE:USPH)
U.S. Physical Therapy, Inc., through its subsidiaries, operates outpatient physical therapy clinics that provide pre-and post-operative care, and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers and neurological-related injuries. The Company’s segment is made up of various clinics within partnerships. The Company primarily operates through subsidiary clinic partnerships, in which it owns a general partnership interest and a limited partnership interest, and the managing therapists of the clinics owns the remaining limited partnership interest in the clinics. The Company operates approximately 510 clinics in over 40 states. There are approximately 380 clinics operated under Clinic Partnerships and over 100 operated as Company-owned Facilities. In addition to its owned clinics, it also manages physical therapy facilities for third parties, primarily physicians, with over 20 third-party facilities under management. U.S. PHYSICAL THERAPY, INC. (NYSE:USPH) Recent Trading Information
U.S. PHYSICAL THERAPY, INC. (NYSE:USPH) closed its last trading session 00.00 at 64.75 with 38,571 shares trading hands.
