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):

May 11, 2016

MAGELLAN HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-6639	58-1076937
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

4800 N. SCOTTSDALE RD, SUITE 4400
SCOTTSDALE, ARIZONA	85251
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 572-6050

N/A

(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):

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

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

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

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

Item 5.02.DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.

On May 11, 2016, Magellan Health, Inc. (“Magellan”) and Jonathan N. Rubin, Chief Financial Officer of Magellan, agreed to an amendment to Mr. Rubin’s employment agreement to remove a provision that entitled Mr. Rubin to receive a tax gross-up payment to cover excise taxes, if any, that would be payable by Mr. Rubin as a result of a change in control of Magellan. A copy of the amendment has been filed with this Form 8-K.

Item 9.01.Financial Statements, Pro Forma Financial Information and Exhibits

(a)  Financial Statements of business acquired:	Not applicable.
(b)  Pro forma financial information:	Not applicable.

(d)  Exhibits:

Exhibit No.	Description
10.1	Amendment to Employment Agreement dated May 10, 2016 between the Company and Jonathan N. Rubin.

2

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.

MAGELLAN HEALTH, INC.

Date: May 11, 2016	By:	/s/ Jonathan N. Rubin
		Name:	Jonathan N. Rubin
		Title:	Executive Vice President and Chief Financial Officer

3

EX-10.1

Exhibit 10.1

May 10, 2016

Jon Rubin

XXXXXXXXXXXXX

XXXXXXXXXXXXX

Dear Jon:

Reference is hereby made to a certain employment agreement between Jonathan Rubin and Magellan Health, Inc. (“Employer”) dated August 11, 2008, as amended on August 11, 2008, April 28, 2014, April 28, 2015 and October 26, 2015 (collectively the Employment Agreement).  This letter will memorialize a further amendment to the Employment Agreement as follows:

1.To amend the Employment Agreement to delete in its entirety the Section entitled: “Tax Gross Up” contained in Section 3 of Amendment No. 1 to Employment Agreement dated August 11, 2008. The intention of the parties is to eliminate in its entirety any obligation of the Employer to pay any excise tax gross up payment to employee in the event of change of control of the Employer.

2.To amend the Employment agreement to add the following provision:  Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Employee or for the Employee’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this paragraph be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Employee’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). If Covered Payments are reduced, such Covered Payments shall be reduced in a manner that maximizes the Employee’s economic position.

4800 N. Scottsdale Road, Suite 4400, Scottsdale, AZ  85251     Office 602.572.2520    Fax 888.656.6003

3.Except as amended in this letter, the terms of your Employment Agreement, as previously amended, shall remain in full force and effect.

Please indicate your agreement to the terms of this letter by signing below.

Sincerely,

/s/ Barry Smith

Barry Smith

Chairman and CEO

Agreed and Accepted:

By	/s/ Jonathan Rubin	Date:	May 11, 2016
	Jonathan Rubin

cc:  File