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): November 14, 2017
Hanger, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-10670 |
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84-0904275 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
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))
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Hanger, Inc. (the “Company”) announced that on November 14, 2017 the Company’s Board of Directors (the “Board”) elected Thomas C. Freyman and John T. Fox as directors of the Company to serve until the 2018 annual meeting of stockholders of the Company and until their successors are elected and qualified.
Mr. Freyman recently retired from Abbott Laboratories after serving as Executive Vice President of Finance and Administration, and prior to that, Chief Financial Officer. Mr. Freyman served in a number of other key roles throughout his 16-year tenure at Abbott Laboratories, a publicly held company that engages in the discovery, development, manufacture and sale of a broad and diversified line of healthcare products. Earlier in his career, Mr. Freyman held various accounting, financial planning, treasury and controllership roles. Since 2013, Mr. Freyman has been a member of the Board of Directors and a member of the Audit Committee of Tenneco, Inc. Mr. Freyman, a Certified Public Accountant, earned a bachelor’s degree in accounting from University of Illinois, Urbana-Champaign and a master’s degree in management from Kellogg Graduate School of Management, Northwestern University.
Since 2015, Mr. Fox has held the position of Chief Executive Officer and President of Beaumont Health, Michigan’s largest healthcare system. Prior to joining Beaumont Health, Mr. Fox held positions at Emory Healthcare, the largest and most comprehensive health system in Georgia. He joined Emory as Chief Operating Officer in 1999 and assumed the role of Chief Executive Officer and President in 2002. Throughout his 30+ year career, Mr. Fox has held various roles within the healthcare sector, including Executive Vice President of IU Health (formerly Clarian Health), a large health system and academic medical center in Indianapolis, and Vice President and Chief Financial Officer at The John Hopkins Hospital in Baltimore, Maryland. After obtaining a bachelor’s degree and a master’s degree in business administration, Mr. Fox began his career as an MBA/CPA at Coopers & Lybrand. Mr. Fox was a director at HealthSpring, Inc. from 2010 until its acquisition by Cigna in 2012.
As non-employee directors, Mr. Freyman and Mr. Fox will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 12, 2017. Upon their elections to the Board, each of Mr. Freyman and Mr. Fox 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 either of Mr. Freyman or Mr. Fox and any other person pursuant to which Mr. Freyman or Mr. Fox was elected as a director of the Company, and there are no transactions in which Mr. Freyman or Mr. Fox have an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Freyman and Mr. Fox were elected by the Board to fill vacancies created by the Board when it increased the size of its Board from nine to eleven 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.
Mr. Freyman was made a member of the Audit Committee of the Board following his election to the Board. Mr. Fox was made a member of the Compensation Committee of the Board following his election to the Board.
Additionally, on November 14, 2017, Thomas P. Cooper, the Chairman of the Board, and Cynthia L. Feldmann notified the Company that they intend to retire as directors effective as of January 1, 2018. The resignations were not a result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Board has taken all action necessary to reduce the size of the Board from eleven to nine directors, effective immediately upon their retirements, pursuant to its authority to determine the size of the Board.
The Board has elected Christopher B. Begley to assume the role of Chairman of the Board effective upon Dr. Cooper’s retirement.
Upon his retirement, the Board has designated Dr. Cooper to become Director Emeritus. As Director Emeritus, Dr. Cooper will be invited to attend meetings of the Board, but will not be entitled to vote on any matter presented to the Board. Dr. Cooper will not be an employee of the Company. The Company intends to enter into an agreement with Dr. Cooper in connection with his Director Emeritus role that will outline his and the Company’s obligations and responsibilities relating to this new position, including, among other things, Dr. Cooper providing assistance to the Company as reasonably requested and reconfirming applicable non-solicitation and confidentiality covenants. Pursuant to the agreement and in consideration of the services to be provided by Dr. Cooper to the Company, the Company has agreed to compensate Dr. Cooper in an annual amount, which will be determined by the Compensation Committee of the Board, and to provide reimbursement for travel expenses per the policy for reimbursable travel expenses for directors.
A copy of the Company’s press release announcing the elections of Mr. Freyman and Mr. Fox, the retirements of Dr. Cooper and Ms. Feldmann and the designation of Dr. Cooper as Director Emeritus is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
EXHIBIT INDEX
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Exhibit No. |
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Description |
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(99.1) |
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SIGNATURE
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: |
/s/ Thomas E. Hartman |
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Thomas E. Hartman |
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Dated: November 14, 2017 |
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Senior Vice President and General Counsel |
Hanger Announces Changes to Board of Directors
Thomas Freyman and John Fox elected to Board of Directors
Thomas Cooper and Cynthia Feldmann to retire effective January 1, 2018
Christopher Begley elected Chairman of the Board effective January 1, 2018
AUSTIN, Texas, November 14, 2017 /PRNewswire/ — Hanger, Inc. (OTC PINK: HNGR) today announced its Board of Directors has elected Thomas C. Freyman and John T. Fox as directors, effective November 14, 2017. The company also announced the retirements of current Chairman of the Board Thomas P. Cooper, MD and Board Member Cynthia L. Feldmann, and the appointment of current Board Member Christopher B. Begley as its non-executive Chairman, all effective January 1, 2018.
“Tom and John have more than 55 years’ combined healthcare experience with diverse backgrounds, making them valuable additions to our company,” stated Vinit Asar, Hanger, Inc. President and Chief Executive Officer (CEO). “These appointments will provide our Board with a fresh perspective and new insight as we continue to deliver on our vision of leading the orthotic and prosthetic markets by providing superior patient care, outcomes, services and value.”
Mr. Freyman recently retired from Abbott Laboratories after serving as Executive Vice President of Finance and Administration, and prior to that, Chief Financial Officer. Mr. Freyman served in a number of other key roles throughout his 16-year tenure at Abbott Laboratories, a publicly held company that engages in the discovery, development, manufacture and sale of a broad and diversified line of health care products. Earlier in his career, Mr. Freyman held various accounting, financial planning, treasury and controllership roles. Since 2013, Mr. Freyman has been a member of the Board of Directors and a member of the Audit Committee of Tenneco, Inc. Mr. Freyman, a Certified Public Accountant, earned a bachelor’s degree in accounting from University of Illinois, Urbana-Champaign and a master’s degree in management from Kellogg Graduate School of Management, Northwestern University.
Mr. Fox has held the position CEO of Beaumont Health, Michigan’s largest healthcare system, since 2015. Prior to joining Beaumont Health, Mr. Fox held positions at Emory Healthcare, the largest and most comprehensive health system in Georgia. He joined Emory as Chief Operating Officer in 1999 and assumed the role of CEO and President in 2002. Throughout his 30+ year career, Mr. Fox has held various roles within the healthcare sector, including Executive Vice President of IU Health, formerly Clarian Health, a large health system and academic medical center in Indianapolis, and Vice President and Chief Financial Officer at The John Hopkins Hospital in Baltimore, Maryland. Mr. Fox was a member of the board of directors at HealthSpring, Inc. from 2010 until its acquisition by Cigna in 2012. After obtaining a bachelor’s degree and a master’s degree in business administration, Mr. Fox began his career as an MBA/CPA at Coopers & Lybrand.
The retirements of Dr. Cooper and Ms. Feldmann will be effective January 1, 2018. Dr. Cooper, a partner of Aperture Venture Partners, a venture capital firm, is Hanger’s longest serving Board Member, having joined in 1991. He served as the lead independent director prior to his election as non-executive Chairman in 2013. Upon retirement, Dr. Cooper will become a Director Emeritus for the Hanger Board of Directors. Ms. Feldmann, Hanger’s second longest serving director and a retired CPA, joined the Hanger Board of Directors in 2003.
“We thank both Tom and Cynthia for their long-tenured service to Hanger,” Mr. Asar said. “They have both made significant contributions to our company as members of the Board of Directors, providing thoughtful guidance that has allowed Hanger to maintain its position as the world’s premiere provider of orthotic and prosthetics solutions.”
Upon the retirement of Dr. Cooper, the current Chairman of the Board, current Board Member Christopher B. Begley will assume the role of non-executive Chairman effective January 1, 2018.
“Since his appointment to the Hanger Board of Directors in 2013, Chris has been an integral part of our company and we are honored to have him serve as Chairman of the Board,” said Mr. Asar. “With 40 years’ experience in the healthcare industry, including his former role as CEO of a global hospital products company, Chris is well-positioned to provide strategic counsel as Chairman as we continue to grow and build on our more than 155 year heritage.”
About Hanger, Inc. — Built on the legacy of James Edward Hanger, the first amputee of the American Civil War, Hanger, Inc. (OTC PINK: HNGR) 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 more than 800 patient care locations nationwide. Through its Products & Services segment, Hanger distributes branded and private label O&P devices, products and components, and provides rehabilitative solutions. With over 150 years of clinical excellence and innovation, Hanger’s vision is to lead the orthotic & prosthetic markets by providing superior patient care, outcomes, services and value. For more information on Hanger, visit www.hanger.com.
This press release contains certain “forward-looking statements” relating to the Company. All statements, other than statements of historical fact included herein, are “forward-looking statements,” including statements regarding the timing of filing of, and the outcome of the Company’s work in connection with, completing certain financial statements and other financial data. These forward-looking statements are often identified by the use of forward-looking terminology such as “intends,” “expects,” “plans” or similar expressions and involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. These uncertainties include, but are not limited to, the risk that additional information may arise during the course of the Company’s ongoing financial statement preparation and closing processes that would require the Company to make additional adjustments or revisions to its estimates or financial statements and other financial data, to restate further its financial statements and other financial data for current or historical periods, to identify additional material weaknesses, or to take any other necessary action relating to the Company’s accounting practices; the time required to complete the Company’s financial statements and other financial data and accounting review; the time required to prepare its periodic reports for filings with
the Securities and Exchange Commission; and any regulatory review of, or litigation relating to, the Company’s accounting practices, financial statements and other financial data, periodic reports or other corporate actions. For additional information and risk factors that could affect the Company, see its Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission. The information contained in this press release is made only as of the date hereof, even if subsequently made available by the Company on its website or otherwise.
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Investor Relations Contacts:
Thomas Kiraly, Executive Vice President and Chief Financial Officer, Hanger Inc.
Paul Severt, Vice President, Corporate Finance and Treasurer, Hanger, Inc.
512-777-3690, InvestorRelations@hanger.com
SOURCE Hanger, Inc.