Current Report Filing (8-k)
December 16 2022 - 07:18AM
Edgar (US Regulatory)
false000089394900008939492022-12-152022-12-15
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
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Date of Report (Date of earliest event reported):
December 15, 2022
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Pediatrix Medical Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Florida
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001-12111
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26-3667538
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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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1301 Concord Terrace
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Sunrise,
Florida
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33323
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code:
954
384-0175
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(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:
☐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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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MD
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The 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 15, 2022, the Board of Directors (the “Board”) of
Pediatrix Medical Group, Inc., a Florida corporation (the
“Company”), appointed James D. Swift, M.D., as the Company’s Chief
Executive Officer and principal executive officer to succeed Mr.
Mark S. Ordan, who has been appointed as the Executive Chair of the
Board, each effective January 1, 2023.
Dr. Swift, age 60, joined the Company in September 2009 and has
served as the Company’s Executive Vice President and Chief
Operating Officer since May 2022. He previously served as the
Company’s Executive Vice President and Chief Development Officer.
Dr. Swift received his medical degree from the University of Health
Sciences/The Chicago Medical School and is board certified in
pediatrics. Dr. Swift will continue to be covered by the same
compensatory plans and arrangements as he had been prior to his
appointment as Chief Executive Officer. In recognition of his
appointment as Chief Executive Officer, Dr. Swift will receive an
increase in his annual base salary to $650,000 and an increase in
his annual bonus opportunity to 125% of his annual base salary. Dr.
Swift will also serve as an observer to the Board.
As the Executive Chair of the Board, Mr. Ordan will receive a
monthly fee of $60,000 through June 30, 2023 to the extent he is
still serving through such date. Mr. Ordan’s separation as the
Company’s Chief Executive Officer is a termination without “Cause,”
as defined in that certain employment agreement, dated July 12,
2020, by and between Mr. Ordan and a wholly-owned subsidiary of the
Company, and Mr. Ordan is entitled to receive the separation
benefits provided therein upon his execution of a general release
of all claims against the Company and its affiliates.
There are no arrangements or understandings between Dr. Swift and
any other person pursuant to which he was appointed as Chief
Executive Officer of the Company and no family relationships
between Dr. Swift and any director or executive officer of the
Company. Other than as described in this Current Report on Form
8-K, since the beginning of the Company’s last fiscal year, the
Company has not engaged in any transactions, and there are no
proposed transactions, or series of similar transactions, in which
the Company was or is to be a participant and in which Dr. Swift
had a direct or indirect material interest in which the amount
involved exceeds or exceeded $120,000.
Item 7.01 Regulation FD Disclosure.
On December 15,
2022,
the Company issued a press release announcing the executive
transitions. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein
by reference. This information and the information contained in
Exhibit 99.1 is furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific
reference in any such filing, regardless of any general
incorporation language in the filing.
Item 9.01 Financial Statements and Exhibits.
(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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Pediatrix Medical Group, Inc.
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Date:
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December 16, 2022
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By:
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/s/ C. Marc Richards
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C. Marc Richards
Chief Financial Officer
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Pediatrix Medical (NYSE:MD)
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