Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 30, 2018

QUORUM HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-37550

47-4725208

(State or other jurisdiction

of incorporation)

(Commission
file number)

(IRS Employer

Identification No.)

1573 Mallory Lane

Brentwood, Tennessee 37027

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (615) 221-1400

Not Applicable

(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 ( see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 30, 2018, the Board of Directors (the “Board”) of Quorum Health Corporation (the “Company”), upon recommendation of the Compensation Committee (the “Compensation Committee”) of the Board, approved entering into a change in control severance agreement (the “CIC Agreement”) with Alfred Lumsdaine and certain senior vice presidents of the Company. A brief description of the terms and conditions of the CIC Agreement, including the different terms and conditions applicable to executive officers and senior vice presidents, is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 29, 2017, which description is incorporated herein by reference. Mr. Lumsdaine entered into the executive officer form of the CIC Agreement, and certain senior vice presidents of the Company entered into the senior vice president form of the CIC Agreement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


		No.		Description

		10.1		Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2017).

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.


QUORUM HEALTH CORPORATION (registrant)

By:		/s/ Alfred Lumsdaine
		Alfred Lumsdaine Executive Vice President and Chief Financial Officer (principal financial officer)