UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 31, 2017
SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
Delaware | | 001-34465
001-31441 | | 20-1764048
23-2872718 |
(State or other jurisdiction of
Incorporation) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including area code)
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:
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))
Indicate by check mark whether either 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 o
If an emerging growth company, indicate by check mark if either 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. o
Item 5.02 Departure of Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2017, James E. Dalton, a director of Select Medical Holdings Corporation and Select Medical Corporation (together, the “Company”) and a member of the Audit and Compliance Committee and the Nominating and Corporate Governance Committee of the Company’s Board of Directors (the “Board”), notified the Company of his decision to resign as a director, effective December 31, 2017. Mr. Dalton’s resignation was not the result of any disagreement with the Company.
Bryan C. Cressey, a director of the Company whom the Board has determined to be “independent” as defined in the applicable listing standards of the New York Stock Exchange, will replace Mr. Dalton as a member of the Board’s Audit and Compliance Committee, effective January 1, 2018.
In addition, Russel L. Carson, a director of the Company whom the Board has determined to be “independent” as defined in the applicable listing standards of the New York Stock Exchange, has become a member of the Board’s Compensation Committee, effective January 1, 2018.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION |
| SELECT MEDICAL CORPORATION |
| |
| | |
Date: January 2, 2018 | By: | /s/ Michael E. Tarvin |
| | Michael E. Tarvin |
| | Executive Vice President, General Counsel and Secretary |
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