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): December 13, 2017
American Renal Associates Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-37751 | | 27-2170749 |
(State or other jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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500 Cummings Center, Suite 6550 Beverly, Massachusetts | | 1915 |
| (Address of registrant’s principal executive office) | | (Zip code) |
(978) 922-3080
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in 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). | |
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| 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. | ☒ |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 13, 2017, American Renal Associates Holdings, Inc. (the “Company”) entered into a First Amendment to Employment Agreement (the “Amendment”) with its Chief Financial Officer, Jon Wilcox. The Amendment provides for an increase in his annual base salary, effective January 1, 2018, to $450,000 from his current base salary of $424,999.90. The base salary is subject to such further increases as may be approved from time to time by the Company.
In addition, pursuant to the Amendment, Mr. Wilcox received a grant of 24,922 shares of restricted stock and an option to purchase 25,166 shares of the Company’s common stock at an exercise price of $16.05 per share, in each case subject to vesting in three equal annual installments beginning December 13, 2018.
Except as described above, all other terms of Mr. Wilcox’s employment agreement remain unchanged. The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number | | Description |
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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.
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| | | | | AMERICAN RENAL ASSOCIATES HOLDINGS, INC. |
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| Dated: December 15, 2017 | | | | By: | /s/ | Joseph A. Carlucci |
| | | | | Name: | | Joseph A. Carlucci |
| | | | | Title: | | Chief Executive Officer |
