MEDNAX, Inc., a Florida corporation (the Company), has postponed the date of the Companys 2020 annual meeting of shareholders
(the 2020 Annual Meeting) from August 11, 2020 to late-August 2020 in connection with the Companys ongoing discussions with Starboard Value, LP (Starboard). The Companys Board of Directors believes that it is
in the best interest of the Companys shareholders to allow for additional time for discussions with Starboard before filing the Companys proxy statement for the 2020 Annual Meeting. The Company will announce the precise date, time and
location for the 2020 Annual Meeting at a later time.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements and information in this Current Report on Form 8-K may be deemed to
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements may include, but are not limited to, statements relating to the Companys objectives, plans and strategies, statements regarding the outcome of ongoing discussions with Starboard and
the future composition of the Companys Board of Directors, and all statements, other than statements of historical facts, that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will
or may occur in the future. These statements are often characterized by terminology such as believe, hope, may, anticipate, should, intend, plan, will,
expect, estimate, project, positioned, strategy and similar expressions, and are based on assumptions and assessments made by the Companys management in light of their experience and
their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements in this Current Report are made as of the date hereof, and the Company
undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important
factors that could cause actual results, developments, and business decisions to differ materially from forward-looking statements are described in the Companys most recent Annual Report on
Form 10-K and its Quarterly Reports on Form 10-Q, including the sections entitled Risk Factors, as well as the Companys Current
Reports on Form 8-K, filed with the Securities and Exchange Commission (the SEC), and include the impact of the COVID-19 outbreak on the Company
and its financial condition and results of operations; the Companys discussions with Starboard Value, LP; the effects of economic conditions on the Companys business; the effects of the Affordable Care Act and potential changes thereto
or a repeal thereof; the Companys relationships with government-sponsored or funded healthcare programs, including Medicare and Medicaid, and with managed care organizations and commercial health insurance payors; the Companys ability to
comply with the terms of its debt financing arrangements; the impact of the divestiture of the Companys anesthesiology medical group; whether the Company will be able to complete the divestiture of its radiology medical group and the terms of
any such divestiture; the timing and contribution of future acquisitions; the effects of share repurchases; and the effects of the Companys transformation initiatives, including its reorientation on, and growth strategy for, its pediatrics and
obstetrics business.
Important Additional Information and Where You Can Find It
The Company, its directors and certain of its executive officers may be deemed to be participants in a solicitation of proxies from the
Companys shareholders at its 2020 Annual Meeting in connection with the matters to be considered at the 2020 Annual Meeting. Information regarding the Companys directors and executive officers and their respective interests in the
Company, by security holdings or otherwise, will be set forth in the Companys Definitive Proxy Statement for its 2020 Annual Meeting, to be filed with the SEC, and reports filed by the Company and ownership forms filed by its directors and
executive officers with the SEC. The Company will furnish its Definitive Proxy Statement for its 2020 Annual Meeting to shareholders entitled to vote at the meeting and will file a copy with the SEC. The Company urges its shareholders to carefully
read the Definitive Proxy Statement for its 2020 Annual Meeting, and any other relevant documents filed by the Company with the SEC, when available because they will contain important information. Shareholders will be able to receive the proxy
statement and other relevant documents free of charge at the SECs website at www.sec.gov or at www.mednax.com.