8-K

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): February 6, 2014

Hanger, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation 1-10670
(Commission File Number) 84-0904275
(IRS Employer Identification
No.)

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):

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

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Hanger, Inc. (the “Company”) announced that on February 6, 2014 the Company’s Board of Directors (the “Board”) elected Richard R. Pettingill as a director of the Company to serve until the 2014 annual meeting of stockholders of the Company and until his successor is elected and qualified.

Mr. Pettingill served as President and Chief Executive Officer of Allina Hospitals and Clinics, a network of healthcare providers in Minneapolis, Minnesota, from 2002 until 2009.  While in this role, he also served on the board of directors of the Minnesota Hospital Association and the Minnesota Business Partnership. Prior to joining Allina Hospitals and Clinics, Mr. Pettingill served as Executive Vice President and Chief Operating Officer of Kaiser Foundation Health Plans and Hospitals from 1996 to 2002. From 1991 to 1995, he served as President and Chief Executive Officer of Camino Healthcare. He serves on the board of directors of two other public companies, Accuray Incorporated and Tenet Healthcare Corporation. Mr. Pettingill received a bachelor’s degree from San Diego State University and a master’s degree in health care administration from San Jose State University.

As a non-employee director, Mr. Pettingill will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are as described in the Company’s proxy statement filed with the Securities and Exchange Commission.  Upon his election to the Board, Mr. Pettingill received a pro-rata portion of the annual cash retainer payable to directors, as well as a pro-rata portion of the annual grant of 5,525 shares of the Company’s common stock.

There is no arrangement or understanding between Mr. Pettingill and any other person pursuant to which Mr. Pettingill was elected as a director of the Company, and there are no transactions in which Mr. Pettingill has an interest requiring disclosure under Item 404(a) of Regulation S-K.  Mr. Pettingill has not yet been appointed to serve as a member of any committee of the Board.

Mr. Pettingill was elected by the Board to fill a vacancy created by the Board when it increased the size of its Board from eight to nine directors pursuant to its authority to determine the size of the Board by resolution granted to it under the Amended and Restated By-Laws of the Company.

The Company issued on February 10, 2014 a press release announcing Mr. Pettingill’s election to the Board, which press release is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

(99.1)Press release of Hanger, Inc. issued February 10, 2014.

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.

HANGER, INC.
By:	/s/ Thomas E. Hartman
	Thomas E. Hartman
	Vice President and General Counsel
Dated:		February 10, 2014

3

EXHIBIT INDEX

Exhibit No.	Description
(99.1)	Press release of Hanger, Inc. issued February 6, 2014.

4

EX-99.1

Exhibit 99.1

Hanger Announces Appointment of Richard Pettingill to Board of Directors

AUSTIN, Texas, February 10, 2014 — Hanger, Inc. (NYSE: HGR) today announced that its Board of Directors elected Richard Pettingill, retired President and Chief Executive Officer of Allina Hospitals and Clinics, a large network of  healthcare providers in Minnesota, to the Hanger Board as a director effective February 6, 2014.  Mr. Pettingill qualifies as an independent director under applicable New York Stock Exchange listing standards.

“Dick is a proven leader in the healthcare industry with great success in growing revenue and adapting to the changing healthcare landscape,” Hanger President and CEO Vinit Asar said.  “As the former CEO of a major integrated care delivery organization and a member of other public company boards, Dick brings decades of experience in corporate governance, operations, and business development, as well as an astute understanding of the customer and provider perspectives.  He will be a valuable addition to Hanger’s Board of Directors.”

Prior to his seven year term as President and CEO of Allina Hospitals and Clinics, Mr. Pettingill served as Executive Vice President and Chief Operating Officer of Kaiser Foundation Health Plans and Hospitals and President and Chief Executive Officer of Camino Healthcare.  Mr. Pettingill currently serves on the boards of directors of two other public companies, Accuray Incorporated and Tenet Healthcare Corporation.  Mr. Pettingill received a bachelor’s degree from San Diego State University and a master’s degree in healthcare administration from San Jose State University.  He served as a 2010 Fellow in the Advanced Leadership Initiative program at Harvard University.

About Hanger, Inc. — Built on the legacy of James Edward Hanger, the first amputee of the American Civil War, Hanger, Inc. (NYSE: HGR) delivers orthotic and prosthetic (O&P) patient care, and distributes O&P products and rehabilitative solutions to the broader market.  Hanger’s Patient Care segment is the largest owner and operator of O&P patient care clinics with in excess of 740 locations nationwide.  Through its Products & Services segment, Hanger distributes branded and private label O&P devices, products and components, and provides rehabilitative solutions.  Steeped in over 150 years of clinical excellence and innovation, Hanger’s vision is to be the partner of choice for products and services that enhance human physical capability.  For more information on Hanger, visit www.hanger.com and follow us at www.Facebook.com/HangerNews, www.Twitter.com/HangerNews, and www.YouTube.com/HangerNews.

Contacts:

George E. McHenry (512) 777-3800

Russell G. Allen (512) 777-3800