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): August 12, 2014
UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 333-144337 | 75-2749762 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 15305 Dallas Parkway Suite 1600 Addison, Texas |
75001 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (972) 713-3500
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 (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 240.13e-4(c)) |
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On August 12, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of United Surgical Partners International, Inc. (the “Company”) took the following actions relating to the compensation of certain named executive officers of the Company.
Base salaries were set as follows:
| Named Executive Officer |
Base Salary | |||
| William H. Wilcox |
$ | 675,000 | ||
| Brett P. Brodnax |
600,000 | |||
| Jason B. Cagle |
400,000 | |||
| Philip A. Spencer |
390,000 | |||
In addition, Mr. Cagle and Mr. Spencer were granted options to purchase 300,000 and 200,000, respectively, shares of the Company’s common stock. These options vest 20% on each of the first three anniversaries of the grant date and 40% on the fourth anniversary of the grant date and have an exercise price of $2.00 per share, equal to the Committee’s estimate of fair value on the date of grant.
SIGNATURE
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 thereunto duly authorized.
| UNITED SURGICAL PARTNERS INTERNATIONAL, INC. | ||
| By: | /s/ Jason B. Cagle | |
| Jason B. Cagle | ||
| Chief Financial Officer (Duly authorized to sign this report on behalf of the Registrant) | ||
Date: August 14, 2014