Current Report Filing (8-k)
August 31 2018 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2018
CIVITAS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36623
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65-1309110
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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313 Congress Street, 6th Floor
Boston, Massachusetts 02210
(Address of principal executive offices, including zip code)
(617)
790-4800
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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On August 28, 2018, the Board of Directors of Civitas Solutions,
Inc. (the Company) approved an increase in the number of directors from eight to nine and appointed Robert S. Rosner as a Class II director, effective August 28, 2018, to fill the vacancy resulting from the increase in the size
of the board. The Board has affirmatively determined that Mr. Rosner is an independent director, as such term is defined in the New York Stock Exchange Rules. Mr. Rosner will not serve on any committees at this time.
Mr. Rosner is
Co-President
of Vestar Capital Partners (Vestar), affiliates of which
own approximately 52% of the Companys common stock. As an employee of Vestar, Mr. Rosner will not receive any additional compensation for his service as a director. Apart from Mr. Rosners relationship with Vestar, there are no
relationships between Mr. Rosner and the Company or its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
A copy of the Companys press release announcing the appointment of Mr. Rosner to the Board is attached as Exhibit 99.1 to this
Current Report on Form
8-K
and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CIVITAS SOLUTIONS, INC.
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/s/ Bruce F. Nardella
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Date: August 31, 2018
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Name: Bruce F. Nardella
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Title: Chief Executive Officer and President
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