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) November 9, 2005 (November 3, 2005)
VANGUARD HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | | 333-71934 | | 62-1698183 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
| | | | |
20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee | | 37215 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s Telephone Number, including area code (615) 665-6000
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 1.01 | | Entry Into a Material Definitive Agreement. |
| | |
| | On November 3, 2005, the Board of Directors (“Board”) of Vanguard Health Systems, Inc. (the “Company”) approved and authorized, effective January 1, 2006, 3% increases in the base salaries of its Chief Executive Officer, Vice Chairman, Chief Financial Officer and General Counsel. As a result of such action, the base salaries of these four executive officers will be as follows, effective January 1, 2006: Name Title New Base Salary
Charles N. Martin, Jr. Chairman of the Board $1,050,291
and Chief Executive Officer
Keith B. Pitts Vice Chairman $ 641,845 Joseph D. Moore Executive Vice President, $ 583,495
Chief Financial Officer &
Treasurer Ronald P. Soltman Executive Vice President, $ 525,146
General Counsel & Secretary |
| | |
| | Each of these executive officers has a written employment agreement with the Company which provides in Section 6(a) of each such agreement that the Board shall review the base salary of the executive officer at least annually. On or prior to January 1, 2006, each of these employment agreements shall be amended solely to reflect these new base salaries approved by the Board on November 3, 2005. For more information about these employment agreements, please see “Item 11. Executive Compensation – Our Employment Agreements” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, such information being incorporated by reference in this report as if set forth herein. |
| | |
| | In addition, on November 3, 2005, the Board approved the payment of a discretionary bonus in the amount of $8,169 to Kent H. Wallace who is the Company’s President and Chief Operating Officer. This bonus was authorized under the Company’s 2001 Annual Incentive Plan for the measure period of July 1, 2005 to September 30, 2005, and is payable to Mr. Wallace on to prior to November 30, 2005. |
| | |
| | Also, on November 3, 2005, the Board amended the Company’s 2004 Stock Incentive Plan to increase the total number of shares of the Company’s common stock which may be issued under the Plan by up to 22,471 shares, from the current 67,409 shares to up to 89,880 shares. Such amendment is, however, subject to the Company or its affiliate, VHS Holdings LLC (“Holdings”), first purchasing up to an aggregate of 22,471 of Class B Units, Class C Units and Class D Units in Holdings from certain former Company officers. For more information about the Company’s 2004 Stock Incentive Plan and the Class B, C and D Units in Holdings, please see “Item 11. Executive Compensation – Our 2004 Stock Incentive Plan” and “Item 11. Executive Compensation – Holdings LLC Units Plan” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, such information being incorporated by reference in this report as if set forth herein. |
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: November 9, 2005 VANGUARD HEALTH SYSTEMS, INC.
(Registrant)
BY: /s/ Ronald P. Soltman
Ronald P. Soltman
Executive Vice President
