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EX-10.21 - AMENDED AND RESTATED STOCKHOLDERS AGREEMENT - American Renal Associates Holdings, Inc.d356201dex1021.htm

 

 

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): May 15, 2012

 

 

AMERICAN RENAL ASSOCIATES

HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   333-175708   27-2170749

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

66 Cherry Hill Drive

Beverly, Massachusetts 01915

(Address of Principal Executive Office)

Registrant’s telephone number, including area code (978) 922-3080

 

(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 May 15, 2012, the Board of Directors (the “Board”) of American Renal Associates Holdings, Inc. (the “Company”) elected Joseph A. Carlucci as Chairman of the Board to replace Christopher T. Ford, who (x) retired as an employee of American Renal Management, LLC, an indirect, wholly-owned subsidiary of the Company, on May 8, 2012, and (y) ceased serving as the Company’s Chairman of the Board on May 15, 2012. Mr. Carlucci, age 58, a founder of the Company, will continue as Chief Executive Officer of the Company. None of Mr. Carlucci’s compensation arrangements with the Company was modified as a result of his election as Chairman of the Board. Mr. Carlucci was elected Chairman of the Board pursuant to Section 3.2 of the Amended and Restated Stockholders Agreement, dated as of June 28, 2010 (the “Stockholders Agreement”), which provides that at such time that there is no longer a Chairman of the Board, the members of the Board shall elect, by a majority vote, a new Chairman; provided that, as long as one or more founders of the Company are members of the Board, such Chairman shall be one of the founders who is then serviving as a member of the Board.

On May 15, 2012, the Board also elected John J. McDonough as a director to fill the vacancy left by the departure of Mr. Ford from the Board. Mr. McDonough, age 48, will continue as Chief Operating Officer of the Company. None of Mr. McDonough’s compensation arrangements with the Company was modified as a result of his election as a member of the Board. Mr. McDonough became a member of the Board pursuant to Section 3.1(c) of the Stockholders Agreement, which provides that at such time that a founder of the Company resigns from the Board, becomes incapacitated or dies, and immediately prior to such resignation, incapacitation or death beneficially owns the requisite amount of common shares of the Company, Mr. McDonough shall fill such vacancy on the Board as long as he is then a senior executive officer of the Company.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number

  

Description

10.21    Amended and Restated Stockholders Agreement dated June 28, 2010


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.

 

    AMERICAN RENAL ASSOCIATES HOLDINGS, INC.
Date: May 18, 2012     By:  

/s/ Michael R. Costa

      Michael R. Costa
      Vice President, General Counsel and Secretary