| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On and effective as of November 17, 2022, the board of directors (the “Board”) of CareMax, Inc., a Delaware corporation (the “Company”), appointed Dr. Ralph de la Torre to serve as a Class II director of the Board. Dr. de la Torre will serve until the Company’s 2023 Annual Meeting of Stockholders and until his successor is duly elected or appointed or his earlier death, resignation or removal. The appointment of Dr. de la Torre was made in connection with that certain Investor Rights Agreement, dated November 10, 2022, by and among the Company, Sparta Holding Co. LLC, a Delaware limited liability company (the “Seller”), Dr. de la Torre, the Chairman, Chief Executive Officer and principal equityholder of Steward Health Care System LLC, a Delaware limited liability company (together with the Seller, the “Seller Parties”), Dr. Michael Callum, the Executive Vice President for Physician Services and an equityholder of the Seller Parties, Medical Properties Trust, Inc., a Maryland corporation, and certain other equityholders of the Seller, which provides that Dr. de la Torre has the right to designate an individual to be nominated to serve on the Board, subject to the continuing satisfaction of certain conditions.
On November 10, 2022, the Company completed its previously announced acquisition of the Medicare value-based care business of the Seller Parties (the “Acquisition”). As the principal equityholder of the Seller Parties, Dr. de la Torre received consideration for the Acquisition in excess of $120,000. The merger agreement and the transactions contemplated thereby are further described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2022.
Dr. de la Torre has not been appointed to any committees of the Board. As a director of the Company, Dr. de la Torre will receive compensation in the same manner as the Company’s other non-employee directors, described in the section entitled “Executive Officer and Director Compensation – Directors” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 7, 2022.
Other than as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings between Dr. de la Torre and any other person pursuant to which Dr. de la Torre was appointed as a director of the Company. Other than as described in this Current Report on Form 8-K, since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which the Company was or is to be a participant and in which Dr. de la Torre had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.
