SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 3, 2016 (March 8, 2016)
DIVERSICARE HEALTHCARE SERVICES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(Employer Identification Number)
1621 Galleria Boulevard Brentwood, TN 37027-2926
(Address of principal executive offices)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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)
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[ ] 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.
(e) Compensatory Arrangements of Certain Officers
The Compensation Committee of the Board approved on March 3, 2016 the following base salaries for the Named Executive Officers for 2016:
Named Executive Officer Title 2016 Salary
Kelly J. Gill Chief Executive Officer $ 505,000
Leslie D. Campbell Chief Operating Officer $ 333,300
James R. McKnight, Jr. Chief Financial Officer $ 305,525
2016 Annual Incentive Plan
The Compensation Committee of the Board approved on March 3, 2016 the following Annual Incentive Plan for the Named Executive Officers for 2016:
Named Executive Officer 2016 Bonus Potential
Kelly J. Gill $ 606,000
Leslie D. Campbell $ 399,960
James R. McKnight, Jr. $ 366,630
The Bonus Potential will be based on achieving certain objective metrics as follows:
33.33% of Bonus Potential based on achieving a targeted revenue run rate;
33.33% of Bonus Potential based on achieving a targeted EBITDA growth ;
33.33% of Bonus Potential discretionary based on company performance.
Additional Long Term Incentive
The Compensation Committee also approved the continuation of the long term originally approved on February 28, 2014 for an additional one-time bonus for each Named Executive Officer equal to 100% of his or her respective then current annual base salary upon the achievement of $20 million in EBITDA for a trailing four quarter period.
Restricted Stock Grants
In connection with the Company’s 2015 performance, on March 3, 2016, the Compensation Committee approved the grant of restricted shares of common stock of the Company to be granted on March 11, 2016, to certain executive officers, which shares of restricted stock will vest 1/3 on the first, second and third anniversary of the date of grant.
Named Executive Officer Number of Shares
Kelly J. Gill 25,000
Leslie D. Campbell 12,500
James R. McKnight, Jr. 12,500
On March 3, 2016, the Compensation Committee recommended and the Board approved the payment of bonuses for the Named Executive Officers based upon the Company’s and their individual performance in 2015, as follows:
Named Executive Officer 2015 Bonus
Kelly J. Gill $ 310,000
Leslie D. Campbell $ 204,600
James R. McKnight, Jr. $ 187,550
Pursuant to the terms of the 2008 Stock Purchase Plan for Key Personnel, Mr. Gill has elected to receive $46,500 of his cash bonus in restricted stock units, Ms. Campbell has elected to receive $30,960 of her cash bonus in restricted stock units and Mr. McKnight has elected to receive $28,133 of his cash bonus in restricted stock units. The price for the restricted stock units is equal to 85% of the closing price of the Company’s stock on March 11, 2016, the date the cash bonuses will be paid.
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.
DIVERSICARE HEALTHCARE SERVICES, INC.
By: /s/ James R. McKnight, Jr.
James R. McKnight, Jr.
Chief Financial Officer
Date: March 8, 2016