UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number |
(IRS Employer Identification Number) |
| |
||
| (Address of principal executive offices | (Zip Code) |
(Registrant’s telephone number, including area code)
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 19, 2021, Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), through its subsidiary Acadia Management Company, Inc., entered into a new employment agreement (the “Agreement”) with Ms. Debra K. Osteen, the Chief Executive Officer of the Company and a member of the Company’s board of directors (the “Board”).
The Agreement includes the following terms:
Annual Cash Compensation. Ms. Osteen’s annual base salary will be $1,000,000 and her target annual bonus will be 100% of her base salary (up to a maximum cash bonus of 200% of her base salary). Ms. Osteen’s salary may be increased from time to time at the Board’s or compensation committee’s discretion.
Annual Equity Awards. For 2021, Ms. Osteen will be entitled to a long-term incentive award consisting entirely of performance restricted stock units with a target value equal to $5.2 million. The long-term incentive award will have a one-year performance period ending December 31, 2021.
Termination Payments. In the event that the Company terminates her employment without “cause” or if she resigns her employment for “good reason” (each as defined in the Agreement), Ms. Osteen will be entitled to receive the following severance benefits, subject to Ms. Osteen’s timely execution and non-revocation of a general release of claims in favor of the Company: (i) accrued, but unpaid base salary, paid time off and sick pay, (ii) accrued but unpaid cash bonus with respect to the completed performance period, (iii) continued payment of her base salary from the termination date through December 31, 2021, as if Ms. Osteen had continued to be employed during such period, (iv) annual bonus for the year of termination based on actual performance, which amount shall not be prorated and paid as if Ms. Osteen had remained employed through December 31, 2021, (v) Company payment of health insurance premiums for 18 months and (vi) with respect to the long term incentive award, to the extent that it shall not otherwise have become vested, (A) the service-based vesting requirement shall be deemed satisfied; and (B) the long term incentive award will remain outstanding and eligible to vest based on actual achievement of the applicable performance conditions.
Restrictive Covenants. Ms. Osteen will be subject to non-competition, non-solicitation and non-disparagement covenants, during the term of her employment and for specified periods thereafter.
The foregoing description of the Agreement is qualified in its entirety by reference to the text of the Agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Employment Agreement with Ms. Osteen dated January 19, 2021. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). | |
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.
| ACADIA HEALTHCARE COMPANY, INC. | ||||||
| Date: January 21, 2021 | By: | /s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||