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EX-10.2 - EX-10.2 - Quorum Health Corpd242711dex102.htm
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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 18, 2016 (August 18, 2016)

 

 

QUORUM HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37550   47-4725208

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1573 Mallory Lane

Brentwood, Tennessee 37027

(Address of principal executive offices)

Registrant’s telephone number, including area code: (615) 221-1400

 

 

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 (l7 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.

QHCCS, LLC Nonqualified Deferred Compensation Plan

On August 18, 2016, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Quorum Health Corporation (the “Company”) adopted the Executive Nonqualified Excess Plan Adoption Agreement (the “Adoption Agreement”) and the Executive Nonqualified Excess Plan Document (the “Plan Document”), that together, the Adoption Agreement names as the QHCCS, LLC Nonqualified Deferred Compensation Plan (the “NQDCP”). The NQDCP is an unfunded, nonqualified deferred compensation plan under Section 409A of the Internal Revenue Code. It provides deferred compensation benefits for a select group of management, highly compensated employees and independent contractors of the Company’s wholly-owned subsidiary, QHCCS, LLC, a Delaware limited liability company (“QHCCS”), including the Company’s named executive officers. The QHCCS Retirement Committee (the “Retirement Committee”) administers the NQDCP and all determinations and decisions made by the Retirement Committee are final, conclusive and binding upon all NQDCP participants.

The NQDCP permits participants to defer up to 75% of their annual base salary, service bonus and performance-based compensation, as well as up to 100% of their incentive compensation in any calendar year, subject to any administrative constraints as may be established by the QHCCS Retirement Committee. In addition to participant deferrals, QHCCS and/or its affiliates may make discretionary credits to participants’ accounts for any year. QHCCS’ aggregate obligation under the NQDCP at any given time is equal to the sum of participants’ aggregate account balances at such time and QHC guarantees the obligations of QHCCS under the NQDCP. Participants’ accounts increase or decrease based on the hypothetical investment of the account balances in one or more investment funds, and are credited and debited in accordance with the actual financial performance of such funds. Participants elect the investment funds in which their accounts are hypothetically invested. Participants are entitled to receive distribution of their vested accounts generally upon a termination of employment (including by reason of disability or death). However, participants may elect to receive all or a portion of their accounts on a specified date or dates. Distributions generally will be made in a lump sum.

The foregoing summary of the NQDCP does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan Document and Adoption Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following items are included as Exhibits to this Form 8-K and incorporated herein by reference:

 

Exhibit No.

  

Description

10.1    QHCCS, LLC Nonqualified Deferred Compensation Plan, effective as of September 1, 2016.†
10.2    QHCCS, LLC Nonqualified Deferred Compensation Plan Adoption Agreement, executed as of August 18, 2016.†

 

  Indicates a management contract or compensation plan or arrangement

 


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.

 

Date: August 18, 2016

    QUORUM HEALTH CORPORATION
    (Registrant)
    By:   /s/ Michael J. Culotta
      Michael J. Culotta
      Executive Vice President and Chief Financial Officer
      (principal financial officer)


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    QHCCS, LLC Nonqualified Deferred Compensation Plan, effective as of September 1, 2016.†
10.2    QHCCS, LLC Nonqualified Deferred Compensation Plan Adoption Agreement, executed as of August 18, 2016.†

 

Indicates a management contract or compensation plan or arrangement