UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 1, 2011 (January 27, 2011)
February 1, 2011 (January 27, 2011)
AMSURG CORP.
(Exact Name of Registrant as Specified in Charter)
Tennessee (State or Other Jurisdiction of Incorporation) |
000-22217 (Commission File Number) |
62-1493316 (I.R.S. Employer Identification No.) |
20 Burton Hills Boulevard | ||
Nashville, Tennessee (Address of Principal Executive Offices) |
37215 (Zip Code) |
(615) 665-1283
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 (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 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2011 Bonus Plan
The Compensation Committee of the Board of Directors of the AmSurg Corp. (the Company) has
approved the Companys Cash Bonus Plan for 2011. Pursuant to the 2011 Cash Bonus Plan, employees
of the Company, including the Companys executive officers, are eligible to receive cash bonuses
based upon the Companys attainment of certain earnings targets and other specific targets related
to an employees specific area of responsibility, including surgery center profits and earnings
from new acquisition and development transactions, and the executives achievement of personal
performance goals, in each case as determined by the Committee. For 2011, cash bonuses for
Christopher A. Holden, the Companys Chief Executive Officer and President, Claire M. Gulmi, the
Companys Executive Vice President and Chief Financial Officer, and Kevin D. Eastridge, the
Companys Senior Vice President and Chief Accounting Officer, will be based 30% upon the attainment
of Company earnings targets, 30% upon the attainment of personal performance goals, 20% upon
targets related to surgery center profits, and 20% upon the annual earnings of surgery centers
acquired and de novo surgery center partnerships formed during 2011. The cash bonus for Billie A.
Payne, the Companys Senior Vice President, Operations, will be based 12.5% upon the attainment of
Company earnings targets, 30% upon the attainment of personal performance goals, 37.5% upon targets
related to surgery center profits, and 20% upon the annual earnings of surgery centers acquired and
de novo surgery center partnerships formed during 2011. The cash bonus for Phillip A. Clendenin,
the Companys Senior Vice President, Corporate Services, will be based 20% upon the attainment of
Company earnings targets, 30% upon the attainment of personal performance goals, 30% upon targets
related to surgery center profits, and 20% upon the annual earnings of surgery centers acquired and
de novo surgery center partnerships formed during 2011. The maximum total bonus award that Messrs.
Holden, Clendenin and Eastridge and Mses. Gulmi and Payne can receive in 2011 is 95.0% for Mr.
Holden, 75.2% for Ms. Gulmi, 53.5% for Ms. Payne, 53.5% for Mr. Clendenin, and 53.5% for Mr.
Eastridge. David L. Manning, our Executive Vice President and Chief Development Officer, is
eligible to receive a cash bonus of up to 55.0% of his base salary
based 54.5% upon the attainment
of Company earnings targets and 45.5% upon the earnings of surgery centers acquired during 2011.
Mr. Manning is eligible to receive an additional cash bonus based upon the annual earnings of
surgery centers acquired and de novo surgery center partnerships formed during 2011 above a
targeted amount.
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.
AMSURG CORP. |
||||
By: | /s/ Claire M. Gulmi | |||
Claire M. Gulmi | ||||
Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Duly Authorized Officer) | ||||
Date: February 1, 2011