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): December 17, 2015

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):

[ ] 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 240.13d-4(c))

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 Patricia B. Shrader and Eric A. Green informed the Board of Directors (the “Board”) on December 17, 2015 of their resignations from the Board effective immediately. The resignations of Ms. Shrader and Mr. Green were not due to any disagreements with the Company on any matter relating to its operations, policies or practices.

The Company also announced that on December 18, 2015 the Company’s Board elected Kathryn M. Sullivan as a director of the Company to serve until the 2016 annual meeting of stockholders of the Company and until her successor is elected and qualified.

Ms. Sullivan is the Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets, which is an operating division of UnitedHealth Group. UnitedHealth Group is a diversified health care company headquartered in the United States, serving the markets for health benefits through UnitedHealthcare and the growing markets for health services through Optum. Ms. Sullivan has served in her current capacity as Chief Executive Officer for Local Markets since March 2015. She joined UnitedHealthcare in July 2008, as Chief Executive Officer of UnitedHealthcare, Central Region. Prior to joining UnitedHealthcare, Ms. Sullivan served from 2004 to 2008 as Senior Vice President and Chief Financial Officer of Blue Cross Blue Shield Association. From 2003 to 2011, Ms. Sullivan served on the board of directors of Whitney Holding Corporation, the parent of Whitney National Bank, which is now a part of Hancock Holding Company, and served on both of the Audit and Compensation Committees. Ms. Sullivan served on the Executive Board of Advisors for Louisiana State University E.J. Ourso College of Business from 2001 to 2013. She also served on the Board of Directors for Louisiana Life and Health Insurance Guaranty Association, including as Chairman of the Health Insurance Committee, from 2000 to 2004. Presently, Ms. Sullivan serves as a director for UnitedHealthcare Children’s Foundation. Ms. Sullivan also serves as a director for the Executives’ Club of Chicago and YMCA of Metro Chicago.

Ms. Sullivan, a Certified Public Accountant, earned a bachelor’s degree in business administration from Northeast Louisiana University and a master’s degree in business administration from Louisiana State University.

As a non-employee director, Ms. Sullivan will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are as described in the Company’s 2014 proxy statement filed with the Securities and Exchange Commission (“SEC”). Upon her election to the Board, Ms. Sullivan received a pro-rata portion of the annual cash retainer payable to directors, as well as a pro-rata portion of the 9,798 shares of restricted stock granted to each of the Company’s directors in 2015.

There is no arrangement or understanding between Ms. Sullivan and any other person pursuant to which Ms. Sullivan was elected as a director of the Company, and there are no transactions in which Ms. Sullivan has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The Board has acted to decrease the size of its Board from ten 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 December 18, 2015 a press release announcing the resignations of Ms. Shrader and Mr. Green and announcing Ms. Sullivan’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 on December 18, 2015.

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:

Thomas E. Hartman

Senior Vice President and General Counsel

Dated: December 18, 2015

EXHIBIT INDEX

Exhibit No. Description

(99.1) Press release of Hanger, Inc. issued December 18, 2015

EX-99.1

Hanger Announces Appointment of Kathryn Sullivan to Board of Directors

Board Members Eric Green and Patricia Shrader Resign

AUSTIN, Texas, Dec. 18, 2015 - Hanger, Inc. (NYSE: HGR) (the "Company")today announced that its Board of Directors has elected Kathryn Sullivan as an independent director, effective immediately. The Company also announced the resignations of Board Members Eric Green and Patricia Shrader.

Ms. Sullivan is the Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets, which is an operating division of UnitedHealth Group. UnitedHealth Group is a diversified, U.S.-headquartered health care company that serves the markets for health benefits through UnitedHealthcare and the growing markets for health services through Optum.

“Kathryn has vast experience as a senior executive in the third-party payer sector of the health care industry and deep expertise in financial accounting,” said Vinit Asar, President and CEO of Hanger. “Combined with her past experience on the audit and compensation committees for a public financial-services company, she will be a valuable addition to Hanger’s Board of Directors.”

Ms. Sullivan has served in her current role since March 2015. She joined UnitedHealthcare in July 2008 as Chief Executive Officer, Central Region. Prior to joining UnitedHealthcare, Ms. Sullivan was Senior Vice President and Chief Financial Officer for the Blue Cross Blue Shield Association, a federation of 36 U.S.-based health insurance organizations and companies that provided health insurance to more than 100 million people. She began her career at Blue Cross Blue Shield of Louisiana, the state’s largest health insurance company. During her 22-year tenure, she held a variety of leadership roles, including President and Chief Executive Officer from 2000-2004. From 2003 to 2011, Ms. Sullivan also served on the board of directors of Whitney Holding Corporation, the parent of Whitney National Bank, which is now a part of Hancock Holding Company, and served on the both the Audit and Compensation Committees.

Ms. Sullivan, a Certified Public Accountant, earned a bachelor’s degree in business administration, cum laude, from Northeast Louisiana University, and an MBA from Louisiana State University. She served as a 2012 Fellow in the CEO Perspectives program at Northwestern University’s Kellogg School of Management.

The resignations of Eric Green and Patricia Shrader were effective December 17. Mr. Green, Co-Head & Portfolio Manager, Middle Market Capital, Muzinich & Co., joined Hanger’s Board of Directors in 2001. Ms. Shrader,Vice President, Global Regulatory Affairs for Medtronic, Inc., joined Hanger’s Board of Directors in 2011. Both resigned to focus on other professional accountabilities.

“We thank both Eric and Patricia for their service to Hanger,” Asar said. “We especially appreciate Eric’s 14-year tenure, during which he provided dedicated partnership, helpful insight and solid guidance as a member of our Board of Directors.”

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 750 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.

SOURCE Hanger, Inc.

Investor Contact:

Paul Severt, Vice President, Corporate Finance and Treasurer

Hanger, Inc., (512) 777-3666