Current Report Filing (8-k)
September 24 2020 - 8:00AM
Edgar (US Regulatory)
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2020-09-24
2020-09-24
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
September 24, 2020
Hanger, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-10670
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84-0904275
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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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10910 Domain Drive, Suite 300
Austin, Texas 78758
(Address of principal executive offices
(zip code))
(512) 777-3800
(Registrant’s telephone number, including
area code)
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 240.13d-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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HNGR
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New York Stock Exchange
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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. ¨
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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Hanger, Inc. (the “Company”)
announced that on September 24, 2020 the Company’s Board of Directors (the “Board”) elected Mark M. Jones, M.D.
as a director of the Company to serve until the 2021 annual meeting of stockholders of the Company and until his successor is elected
and qualified.
Dr. Jones currently
serves as Chief of Orthopedic Surgery at Johnston Willis Hospital (HCA) in Richmond, Virginia, and is a practicing orthopedic surgeon
at OrthoVirginia, Virginia’s largest provider of orthopedic medicine and therapy. Dr. Jones has served in his current role
at OrthoVirginia since 1995, and at Johnston Willis Hospital (HCA) since 2015. Since 2015, Dr. Jones has been a member of the Surgical
Advisory Committee for Johnston Willis Hospital (HCA). He was previously a member of the Board of Directors of OrthoVirgina/West
End Orthopedic Clinic from 2005–2015 and a member of the Board of Directors for Westminster-Canterbury of Richmond from 2008-2010.
Dr. Jones earned his Doctor of Medicine from the Virginia Commonwealth University School of Medicine and his Bachelor of Science
from Duke University. In addition to completing orthopedic and general surgery residencies at Virginia Commonwealth University
School of Medicine, Dr. Jones completed an Orthopedic Fellowship in Ankle and Foot Surgery at the University of Virginia School
of Medicine and an Orthopedic Fellowship in Arthritis Surgery at the Johns Hopkins School of Medicine.
As a non-employee director,
Dr. Jones will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are
described in the Company’s Proxy Statement for the Annual Meeting of Stockholders filed with the Securities and Exchange
Commission on April 2, 2020. Upon his election to the Board, Dr. Jones will be entitled to receive a pro rata portion of the annual
cash retainer and annual equity award payable to non-employee directors.
There is no arrangement
or understanding between Dr. Jones and any other person pursuant to which Dr. Jones was elected as a director of the Company, and
there are no transactions in which Dr. Jones has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Dr. Jones was elected
by the Board to fill a vacancy created by the Board when it increased the size of its Board from nine to ten directors pursuant
to its authority to determine the size of the Board as granted to it under the Amended and Restated By-Laws of the Company.
Dr. Jones has not been
appointed to any committee of the Board at this time.
The Company’s press release announcing
the election of Dr. Jones is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
EXHIBIT INDEX
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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HANGER, INC.
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By:
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/s/ Thomas E. Hartman
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Thomas E. Hartman
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Senior Vice President and General Counsel
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Dated: September 24, 2020
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