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): January 4, 2022

ModivCare Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34221	86-0845127
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
6900 Layton Avenue, 12th Floor Denver, Colorado		80237
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 728-7030

N/A

(Former name or former address, if changed since last report)

Check the appropriate box 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	MODV	The NASDAQ Global Select Market

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 January 10, 2022, ModivCare Inc., a Delaware corporation (the “Company”), announced that, effective immediately, Jason E. Anderson has been promoted to lead the Company’s new, reorganized home-based services division, Modivcare Home, which is composed of the Company’s personal care, remote patient monitoring and nutritional meal delivery services. Mr. Anderson has been serving as the Chief Executive Officer of the Company’s remote patient monitoring business since the Company’s acquisition of VRI Intermediate Holdings, LLC (“VRI”) in September 2021, where he had been serving prior to the acquisition as its Chief Executive Officer since 2017.

On January 4, 2022, the Company’s Chief Operating Officer, Kenneth W. Wilson, departed the Company. As a result of the Company’s internal management reorganization initiatives announced today, which includes the promotion of Mr. Anderson, no replacement is being sought for a named Chief Operating Officer.  L. Heath Sampson, the Company's Chief Financial Officer, will lead the Company's non-emergency medical transportation business on an interim basis while the Company searches for a permanent leader.

Mr. Anderson, age 49, has been serving as the Chief Executive Officer of the Company’s VRI subsidiary, which comprises its remote patient monitoring business, since its acquisition in September 2021. Prior to the acquisition, Mr. Anderson served as VRI’s Chief Executive Officer from 2017 to 2021, and he served as its President and Chief Operating Officer prior to that time from 2015 to 2017. Prior to joining VRI, Mr. Anderson was the Senior Vice President of Sales and Field Operations for Pacific Pulmonary Services (PPS), where he was integral to transforming the company from a small, regional durable medical equipment provider into a national durable medical equipment provider. Prior to joining the private sector, Mr. Anderson served as the Assistant Deputy Mayor for the City of Los Angeles, California. Mr. Anderson received his Bachelor of Business Administration degree in Finance from the University of Notre Dame and Master of Business Administration degree from the Stanford Graduate School of Business.

Mr. Anderson has no family relationships with any of the Company’s directors or executive officers, and there have been no related party transactions between the Company and Mr. Anderson reportable under Item 404(a) of Regulation S-K.

On January 10, 2022, the Company issued a press release regarding the Company’s new division, Modivcare Home, and Mr. Anderson’s promotion, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of the Company
104	Cover Page Interactive Data File (embedded within Inline XBRL document).

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.

	MODIVCARE INC.
Date: January 10, 2022	By:	/s/ L. Heath Sampson
	Name:	L. Heath Sampson
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Modivcare Aligns In-Home Services into a New Division – Modivcare Home

-- Promotes Jason E. Anderson to Leader of Modivcare Home --

DENVER – January 10, 2021 – Modivcare Inc. (“Modivcare” or the “Company”) (Nasdaq: MODV), a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions focused on improving patient outcomes, today announced that the Company has reorganized to align its home-based services under a new business division, Modivcare Home, which comprises the Company’s personal care, remote patient monitoring and nutritional meal delivery services.

Dan Greenleaf, Modivcare’s President and Chief Executive Officer, commented, “We’ve aligned our service offerings based on the setting in which patients receive and are referred care. This reorganization signifies our commitment to addressing patient needs holistically through our integrated supportive care strategy and represents a further step in advancing our purpose of Making Connections to Care.”

Simultaneous with this reorganization, Jason E. Anderson has been promoted to lead Modivcare’s Home division. Mr. Anderson joined Modivcare in September 2021 through the Company’s acquisition of VRI, a leading remote patient monitoring provider, where he served as its Chief Executive Officer since 2017 and prior to that its President and Chief Operating Officer since 2015.

Mr. Greenleaf continued, “Jason has a track record of driving positive organizational change and significant growth throughout his career. We are thrilled to promote him to this new leadership position within Modivcare Home as we continue to redefine the way care is delivered to our nation’s most vulnerable patient populations.”

Mr. Anderson added, “It is an honor to step into this expanded role as a part of the Modivcare team to help further the vision of driving positive health outcomes by transforming the way we connect patients to care. Further, I look forward to supporting our purpose, teams and the patients we are entrusted to serve.”

Mr. Anderson has approximately two decades of healthcare leadership experience, including building VRI into a national health-focused remote patient monitoring provider with a differentiated outcomes-driven service model and device agnostic approach to technology. Prior to VRI, he served as Senior Vice President of Sales and Field Operations for Pacific Pulmonary Services, where he played an integral role in the transformation of the organization from a small, regional durable medical equipment provider into a national provider. Previously, he served as the Assistant Deputy Mayor for the City of Los Angeles. Mr. Anderson graduated with a Bachelor of Business Administration in Finance from the University of Notre Dame and a Master of Business Administration from the Stanford Graduate School of Business.

RESPECT • TRUST • RELIABLE • COMPASSION • SAFETY • TRANSPARENCY 1

Although the Company has reorganized its in-home services into a combined offering, Modivcare Home, the financial reporting segments will consist of non-emergency medical transportation (NEMT), personal care, remote patient monitoring and Matrix.

About Modivcare

Modivcare Inc. (“Modivcare”) (Nasdaq: MODV) is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their patients. Our value-based solutions address the social determinants of health (SDoH), enable greater access to care, reduce costs, and improve outcomes. We are a leading provider of non-emergency medical transportation (NEMT), personal and home care, remote patient monitoring, medication management and nutritional meal delivery. Modivcare also holds a minority equity interest in CCHN Group Holdings, Inc. and its subsidiaries (“Matrix Medical Network”), which partners with leading health plans and providers nationally, delivering a broad array of assessment and care management services to individuals that improve health outcomes and health plan financial performance. To learn more about Modivcare, please visit www.modivcare.com.

Media:	Investors:
Kate Zerone	The Equity Group
Senior Manager, Communications	Kalle Ahl, CFA
kate.zerone@modivcare.com	kahl@equityny.com

RESPECT • TRUST • RELIABLE • COMPASSION • SAFETY • TRANSPARENCY 2

XML

Document And Entity Information	Jan. 04, 2022
Document Information [Line Items]
Entity, Registrant Name	ModivCare Inc.
Document, Type	8-K
Document, Period End Date	Jan. 04, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-34221
Entity, Tax Identification Number	86-0845127
Entity, Address, Address Line One	6900 Layton Avenue, 12th Floor
Entity, Address, City or Town	Denver
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	728-7030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MODV
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001220754