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): February 12, 2016

AIR METHODS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-16079	84-0915893
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification Number)

7301 South Peoria, Englewood, Colorado	80112
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 792-7400

Not Applicable

(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:

☐ 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))

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

On February 12, 2016, the Board of Directors (the “Board”) of Air Methods Corporation (the “Company”), elected Major General Jessica Garfola Wright, USA (Ret.) to serve as a Class I director, with her initial term expiring at the Company’s 2016 annual meeting of stockholders (the “2016 Stockholders Meeting”).

General Wright will receive the pro rata portion of the annual retainer for service on the Board, based on the number of days remaining in the current director compensation year.

On February 12, 2016, George W. Belsey and Major General Carl H. McNair, USA (Ret.) notified the Company of their decision to retire from the Board at the end of their current terms that are set to expire at the 2016 Stockholders Meeting and will not be standing for re-election to the Board at such meeting. Neither Mr. Belsey’s nor General McNair’s decision to retire was due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Upon the appointment of Major General Wright, the Board expanded the size of the Board to eleven (11) directors.  However, after the retirement of Mr. Belsey and General McNair, the number of directors in Class I will be two (2) directors, in Class II will be four (4) directors, and in Class III will be three (3) directors.  In an effort to equalize the number of directors in each Class as required by the Company’s Bylaws, Aaron D. Todd, the Company’s chief executive officer and currently a Class II director, has agreed to serve as a member of the Board as a Class I director, with his term expiring at the 2016 Stockholders Meeting.

There is no arrangement or understanding pursuant to which General Wright was appointed as a director. Further, General Wright has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A press release announcing General Wright’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit  No.	Description
99.1	Press Release dated February 12, 2016.

1

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.

	AIR METHODS CORPORATION
Date:  February 18, 2016	By:	/s/ Crystal L. Gordon
		Crystal L. Gordon, Senior Vice President, General Counsel and Secretary

2

EXHIBIT INDEX

Exhibit  No.	Description
99.1	Press Release dated February 12, 2016.

3

EX-99.1

AIR METHODS APPOINTS THE HONORABLE JESSICA GARFOLA WRIGHT, MAJOR GENERAL (RET.) TO BOARD OF DIRECTORS

George W. Belsey and Major General Carl H. McNair, USA (Ret.) to Retire at 2016 Annual Meeting

Denver, Feb. 12, 2016 – Air Methods Corporation (NASDAQ: AIRM) (“Air Methods” or the “Company”), the global leader in air medical transportation, today announced that the Honorable Jessica Garfola Wright, Major General (Ret.) has been appointed to the Company’s Board of Directors, effective immediately.  She will serve as a Class I director and will stand for re-election to the Board at the 2016 Annual Meeting.

General Wright brings a wealth of leadership experience from her distinguished career to Air Methods, previously serving as the Undersecretary of Defense for Personnel and Readiness before retiring in early 2015.  As the Undersecretary of Defense, she served as the senior policy advisor to the Secretary of Defense on all matters relating to recruitment, retention, pay and healthcare and benefits for the uniformed members and civilians of the department.  In addition, she had supervisory responsibility for 32,000 personnel, the execution of an annual budget of $43.6B, overall responsibility for the world-wide Defense Health Programs which included 54 Hospitals, 350 Clinics, 280 Dental Clinics and TRICARE management and its 9.6 million beneficiaries.

Further, during her first year as the Undersecretary of Defense, she implemented the Defense Health Agency and instituted 10 shared services across the Department of Defense medical communities, resulting in significant savings.  Prior to serving as Undersecretary of Defense, General Wright was appointed as the Adjutant General by the Governor of Pennsylvania in 2004. She also served as the National Guard Bureau Chair for the Safety (Aviation/Ground) Committee for 54 States, Territories and the District of Columbia. General Wright was the first female Army Aviator in the Army National Guard and the first female Combat Aviation Brigade Commander in the entire Army.

“We are thrilled to welcome someone of General Wright’s caliber to the Air Methods Board,” said C. David Kikumoto, Chairman of the Board of Directors. “General Wright’s strong leadership background along with expertise in aviation, healthcare, emergency services, financial management, human resources and government affairs at the state and federal level will make her a valuable addition to the Board.”

Air Methods also announced today that Directors George W. Belsey and Major General Carl H. McNair, USA (Ret.) have notified the Company of their decision to retire from the Board at the end of their current terms, which expire at the 2016 Annual Meeting of Stockholders.   Further, in order to equalize the number of directors in each class, Aaron Todd, Air Methods Chief Executive Officer and currently a Class II director up for re-election at the 2017 Annual Meeting, has agreed to serve as a Class I director, and will stand for re-election to the Board at the 2016 Annual Meeting.

Mr. Kikumoto concluded, “On behalf of the entire Board, I want to thank George and Carl for their valuable contributions and years of dedicated service to Air Methods. Under their oversight, Air Methods has gone through a tremendous period of growth and profitability; we appreciate their dedication to the Company and wish them both well in their retirement.”

Air Methods Corporation (www.airmethods.com) is the global leader in air medical transportation. The Air Medical Services Division is the largest provider of air medical transport services in the United States. The United Rotorcraft Division specializes in the design and manufacture of aeromedical and aerospace technology. The Tourism Division is comprised of Sundance Helicopters, Inc. and Blue Hawaiian Helicopters, which provide helicopter tours and charter flights in the Las Vegas/Grand Canyon region and Hawaii, respectively. Air Methods’ fleet of owned, leased or maintained aircraft features over 450 helicopters and fixed wing aircraft.

CONTACTS: Christina Brodsly, Director, Corporate Communications (303) 256-4122 or christina.brodsly@airmethods.com. Please contact Christina to be included on the company’s e-mail distribution list.