- Current report filing (8-K)
24 Maggio 2010 - 8:50PM
Edgar (US Regulatory)
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 18, 2010
EMERGENCY
MEDICAL SERVICES CORPORATION
EMERGENCY MEDICAL SERVICES L.P.
(
Exact name of each registrant as specified in its charter
)
Delaware
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|
001-32701
333-127115
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20-3738384
20-2076535
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(State or other jurisdiction
of incorporation)
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(Commission
File Numbers)
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(IRS Employer
Identification Nos.)
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6200
S. Syracuse Way, Suite 200, Greenwood Village, Colorado
(Address of principal executive offices)
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80111
(Zip Code)
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(303) 495-1200
(Registrants 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 filing is intended to
simultaneously satisfy the filing obligation of the registrants 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))
Section 5 - Corporate Governance and Management
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2010,
the Board of Directors (the Board
)
o
f Emergency Medical Services Corporation (the Company) held its annual meeting (the Board
Meeting). At the Board Meeting,
following the Compensation Committees recommendation, the Board approved
grants to the following named executive officers of the following awards of
stock options (the Options) and restricted stock (the Restricted Stock):
Name
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Options
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Restricted Stock
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William A. Sanger
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45,000
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45,000
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Randel G. Owen
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18,750
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18,750
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Todd G. Zimmerman
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25,000
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25,000
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Mark E. Bruning
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12,500
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12,500
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The
Options and Restricted Stock were granted pursuant to the Second Amended and
Restated Long-Term Incentive Plan, which was approved by the vote of the
stockholders at the 2010 Annual Meeting of Stockholders (the Annual Meeting)
held on May 18, 2010. All of the
Options will vest ratably in annual installments over the four-year period from
the date of grant, and all of the Restricted Stock will vest ratably in annual
installments over the three-year period from the date of grant. The Board expects to set performance criteria
with respect to the vesting of such Restricted Stock in the third quarter of
2010.
At the Board Meeting, the Board also approved an
amendment to the Employment Agreement of Randel G. Owen, dated February 10,
2005, as amended January 1, 2009 and March 12, 2009, whereby his
annual base compensation will be increased from $382,875 to $450,000.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting,
the following proposals were submitted to a vote of the Companys stockholders:
1. Election of three Class II
directors to the Board of Directors;
2.
Approval of the
Second Amended and Restated Long-Term Incentive Plan which was amended to
increase by 2,000,000 shares the number of shares of class A common stock
issuable to employees of the Company and its subsidiaries pursuant to awards
granted under such plan;
3. Ratification of the appointment of Ernst &
Young LLP as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2010.
2
The
matters submitted for a vote at the Annual Meeting and the related election
results were as follows:
1.
Election of three Class II
directors,
Steven B. Epstein, Paul B. Iannini, M.D. and James T. Kelly
, to the Companys Board of Directors:
Steven B. Epstein
For:
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Withheld:
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153,517,055
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10,747,586
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Paul B. Iannini, M.D.
For:
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Withheld:
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163,429,313
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835,328
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James T. Kelly
For:
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Withheld:
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163,241,297
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1,022,969
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2. A
pproval of the
Second Amended and Restated Long-Term Incentive Plan:
For:
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Against:
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Withheld:
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Broker Non-Votes:
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154,694,191
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9,529,353
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40,897
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1,184,199
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3. Ratification
of the appointment of Ernst & Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31,
2010:
For:
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Against:
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Withheld:
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165,246,789
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196,457
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4,944
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Section 8 - Other Events
Item 8.01 Other Events.
At the Board Meeting, William A. Sanger was re-elected
as chairman of the Board, and Robert M. Le Blanc was re-elected as Lead
Director. The current named executive officers
were re-elected to their current positions, with the addition of Craig Wilson, Esq.
as assistant secretary of the Company.
At the Board Meeting, following the recommendation of
the Corporate Governance and Nominating Committee, the Board also approved an
increase to the compensation of non-employee directors by (i) increasing
the annual grant of Restricted Share Units to non-employee directors (except
for Mr. Le Blanc) under the Non-Employee Director Compensation Program
from a fair market value of $100,000 (based on the closing price of the Companys
class A common stock on the business day immediately preceding the grant date)
to $133,000 and (ii) increasing the annual cash compensation for each
non-employee director (except Messrs. Le
3
Blanc and Smith) from $50,000 to $67,000. The annual cash compensation for Michael L.
Smith, as Chairman of the Audit Committee, was increased from $50,000 to
$75,000.
The Board also re-elected the same directors to the
respective Board Committees, as listed below:
Board Committee:
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Directors:
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Audit Committee
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Michael L. Smith (Chair)
Paul B. Iannini, M.D.
Kevin E. Benson
James T. Kelly
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Compensation Committee
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James T. Kelly (Chair)
Kevin E. Benson
Robert M. Le Blanc
Michael L. Smith
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Compliance Committee
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Robert M. Le Blanc (Chair)
Steven B. Epstein
Paul B. Iannini, M.D.
James T. Kelly
Michael L. Smith
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Corporate Governance and Nominating Committee
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Steven B. Epstein (Chair)
Kevin E. Benson
Paul B. Iannini, M.D.
James T. Kelly
Robert M. Le Blanc
William A. Sanger
Michael L. Smith
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4
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.
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EMERGENCY MEDICAL SERVICES
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CORPORATION
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(Registrant)
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May 24,
2010
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By:
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/s/
Todd G. Zimmerman
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Todd
G. Zimmerman
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Executive
Vice President
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5
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.
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EMERGENCY MEDICAL SERVICES L.P.
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(Registrant)
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By: Emergency Medical Services Corporation,
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its General Partner
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May 24,
2010
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By:
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/s/
Todd G. Zimmerman
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Todd
G. Zimmerman
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Executive
Vice President
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6
Grafico Azioni Emergency medical (NYSE:EMS)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Emergency medical (NYSE:EMS)
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Da Lug 2023 a Lug 2024