Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Resignation and Appointment of Director
On September 28, 2017, Quorum Health Corporation, a Delaware corporation (the Company) announced that Adam Feinstein resigned
from the Companys Board of Directors (the Board), and that Terry Allison Rappuhn had accepted appointment to fill the director vacancy created by Mr. Feinsteins 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 Companys 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. Feinsteins written notice of resignation was received and accepted by the Board on
September 27, 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 nations 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. Rappuhn served as Quorum Health Group, Inc.s Vice President, Controller and Assistant
Treasurer and as Vice President, Internal Audit, respectively. Ms. Rappuhn holds 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
pursuant to which she was selected as a director. Ms. Rappuhn has no family relationships with any of the Companys 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 pursuant to Item 404(a) of Regulation S-K.
Ms. Rappuhn will receive compensation
in accordance with the Companys standard compensation arrangements for non-employee directors, which are described under the caption Non-Employee Director Compensation in the Companys definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on April 13, 2017.