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): March 23, 2007
GENTIVA HEALTH SERVICES, INC.
(Exact Name Of Registrant As Specified In Charter)
| | | | | |
Delaware
(State of Incorporation) | | 1-15669
(Commission File No.) | | 36-4335801
(I.R.S. Employer
Identification No.) |
3 Huntington Quadrangle, Suite 200S
Melville, New York 11747-4627
(Address of principal executive offices, including zip code)
(631) 501-7000
(Registrant's telephone number, including area code)
Not applicable
(Former name or 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On March 23, 2007, the Compensation, Corporate Governance and Nominating Committee (the "Committee") of Gentiva Health Services, Inc. met and approved annual performance goals for bonuses payable to Ronald A. Malone, John R. Potapchuk, H. Anthony Strange and Stephen B. Paige (whom we refer to as our "Named Executive Officers"), under the Gentiva Health Services, Inc. Executive Officers Bonus Plan for the 2007 fiscal year. Following completion of fiscal year 2007, the Committee will determine the extent to which the performance goals have been satisfied. Each Named Executive Officer's target bonus is 50% or 60% of annual base salary, except for Mr. Malone, whose target bonus is 100% of annual base salary, and each Named Executive Officer can earn maximum bonus compensation up to 200% of his target bonus, depending on the extent to which the goals are met or exceeded.
Bonus eligibility and amount for 2007 will be based on the achievement of several corporate goals using a point system, with various levels of achievement accorded a specific point value. The corporate goals are achievement of (i) established levels of annual revenue growth, (ii) established levels of annual operating profit margin, (iii) established limits on turnover in key personnel areas, (iv) established levels of 4th quarter revenue growth and (v) established levels of 4th quarter operating profit margin, with the first three goals weighted more heavily than the last two. The Committee set a target level of points that will result in target bonus payments, with ratable adjustments in the bonus payments for results above or below this level. The Committee may also make discretionary reductions in any Named Executive Officer's bonus amount if the individual does not satisfy additional, individually tailored performance goals. The individual goals vary by Named Executive Officer depending on his areas of responsibility, and include various qualitative and quantitative measures that are intended to add economic value and to align each Named Executive Officer's compensation with expectations of leadership and achievement placed on the individual to realize various aspects of our business plan.
SIGNATURE
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.
| | GENTIVA HEALTH SERVICES, INC.
(Registrant) |
| Date: March 28, 2007 |
/s/ Stephen B. Paige |
| | Stephen B. Paige
Senior Vice President, General Counsel and
Secretary |
| | |
