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
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 27, 2022
ModivCare Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34221 | 86-0845127 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6900 Layton Avenue, 12th Floor Denver, Colorado | 80237 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 728-7030
N/A
(Former name or former address, if changed since last report)
Check the appropriate box 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 Par Value | MODV | The Nasdaq Global Select Market |
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. |
As of July 27, 2022, Daniel E. Greenleaf is no longer serving as President and Chief Executive Officer or as a member of the Board of Directors of Modivcare Inc. (the “Company”), although he will be compensated through August 1, 2022. On July 27, 2022, the Board appointed L. Heath Sampson, the Company’s Chief Financial Officer, as the Interim Chief Executive Officer of the Company. Mr. Sampson will continue to serve as Chief Financial Officer of the Company.
Mr. Sampson, age 51, has served as the Company’s Chief Financial Officer since February 2021. Prior to joining the Company, Mr. Sampson served in executive and financial leadership roles across a range of private and publicly traded companies. Most recently he served, beginning in April 2015, as Chief Executive Officer of Advanced Emissions Solutions, Inc., an environmental solutions provider to companies in power generation, municipal water and other industries primarily through air and water purification control technologies, after having served there from August 2014 as Chief Financial Officer and Treasurer. Prior to that, he held Chief Financial Officer roles at private equity-owned Square Two Financial and within key business units at First Data Corporation. He began his career in auditing and business consulting at Arthur Andersen. Mr. Sampson graduated from the University of Denver with a Bachelor of Business Administration degree in Accounting and a Master of Accountancy degree.
Mr. Sampson has no family relationships with any of the Company’s directors or executive officers, and there have been no related party transactions between the Company and Mr. Sampson reportable under Item 404(a) of Regulation S-K.
On August 2, 2022, the Company issued a press release regarding the changes described above, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within 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.
MODIVCARE INC. | |||
Date: August 2, 2022 | By: | /s/ Jonathan B. Bush | |
Name: | Jonathan B. Bush | ||
Title: | SVP, General Counsel & Secretary |