Attached files
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| EX-99.1 - Conmed Healthcare Management, Inc. | v208300_ex99-1.htm |
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): January 14, 2011
CONMED
HEALTHCARE MANAGEMENT, INC.
(Exact
name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-27554
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42-1297992
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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7250
Parkway Dr.
Suite
400
Hanover,
MD
(Address
of principal executive offices)
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21076
(Zip
Code)
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(410)
567-5520
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
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Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
January 14, 2011, the Board of Directors of Conmed Healthcare Management, Inc.
(the “Company”) increased the size of the Board to six members, and appointed
Dr. Jeffrey W. Runge as a director of the Company to fill the vacancy created by
such increase.
Dr. Runge
has served as a member of the board of directors of Pharmathene, Inc. since
December 2009. Dr. Runge is a Principal at The Chertoff Group, a firm providing
advisory services in business risk management, homeland security and homeland
defense. He is also the President and founder of Biologue, Inc., which provides
consulting in biodefense, medical preparedness and injury prevention and
control. From 2001 through August of 2008, Dr. Runge served in the Bush
administration, first as the head of the National Highway Traffic Safety
Administration, and, beginning in September 2005, as the Department of Homeland
Security’s (DHS) first Chief Medical Officer. Dr. Runge founded the DHS Office
of Health Affairs in 2007 and was confirmed by the Senate as DHS’ first
Assistant Secretary for Health Affairs in December of 2007. Dr. Runge also
served as Acting DHS Undersecretary for Science and Technology from February
through August 2006. In his role at DHS, Dr. Runge oversaw the operations of the
department’s biodefense activities, medical preparedness and workforce health
protection, including managing DHS’ role in Project BioShield, working with the
various federal departments on medical countermeasure assurance. Prior to
joining DHS, Dr. Runge was Assistant Chairman of the Department of Emergency
Medicine at the Carolinas Medical Center in Charlotte, NC, from 1984 through
2001. Dr. Runge earned his medical degree from the Medical University of South
Carolina and his undergraduate degree from the University of the
South.
Dr. Runge
is eligible to participate in all compensation plans applicable to non-employee
members of the Board of Directors, as described in the Company’s 2010 Proxy
Statement. In accordance with the compensation program for
non-employee directors, upon joining the Board, Dr. Runge received non-qualified
stock options for 40,000 shares, vesting over three years with an exercise price
of $3.27 (which amount was determined in accordance with the Company’s 2007
Stock Option Plan) and contingent upon Dr. Runge’s continued service on the
Board. Each non-employee director is entitled to (i) a fee of $1,000 for
attending, in person, a regularly scheduled or special meeting of the Board of
Directors; (ii) $500 if such non-employee director participates in the meeting
via conference call or (iii) a fee of $500 for attending in person a regularly
scheduled or special committee meeting, if the meeting is held on a different
day than the Board meeting. The Company will also reimburse all directors for
approved board-related business travel expenses, along with other approved
board-related expenses.
There are
no arrangements or understandings known to the Company between Dr. Runge and any
other person pursuant to which Dr. Runge was appointed to the Board of
Directors. Dr. Runge has not entered into any transactions with the
Company that are required to be disclosed pursuant to Item 404(a) of
Regulation S-K. As
of the date hereof, Dr. Runge has not been appointed to serve on any committees
of the Board of Directors.
A press
release announcing the appointment of Dr. Runge is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release dated January 18, 2011
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SIGNATURES
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CONMED
HEALTHCARE MANAGEMENT, INC.
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Date:
January 18, 2011
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By:
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/s/
Thomas W. Fry
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Name: Thomas
W. Fry
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Title: Chief
Financial Officer
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