Explanatory Note: CorVel Corporation is electing to file this Form 8-K/A in compliance with the new regulations regarding confidential treatment of immaterial, competitive information.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On November 5, 2019, CorVel Corporation (“CorVel”) granted performance options to (i) its Chief Executive Officer and President, Michael G. Combs, (ii) its Chief Financial Officer, Brandon T. O’Brien, (iii) its Chief Marketing Officer, Diane J. Blaha, (iv) its Executive Vice President, Risk Management Services, Michael D. Saverien, (v) its Chief Information Officer, Maxim Shishin and (vi) its Vice President, Accounting, Jennifer L. Yoss, to purchase 16,000 shares, 7,500 shares, 5,000 shares, 10,000 shares, 8,500 shares, and 4,000 shares, respectively, of CorVel’s common stock under and pursuant to the terms of the CorVel Restated Omnibus Incentive Plan (Formerly the Restated 1988 Executive Stock Option Plan). These performance options will vest based on the achievement of certain performance criteria, approved by CorVel’s Board of Directors and Compensation Committee, relating to certain earnings per share targets in calendar years 2020, 2021 and 2022. The exercise price of the options equaled the closing price of CorVel’s common stock as quoted by the Nasdaq Global Select Market on the date of grant.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Stock Option Agreements, which are filed as Exhibits Nos. 10.1 through 10.6 to this Current Report on Form8-K and are incorporated by reference herein.
CONFIDENTIAL PORTIONS OF THE STOCK OPTION AGREEMENTS HAVE BEEN OMITTED PURSUANT TO REGULATION S-K ITEM 601(b)(10)(iv) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBITS BECAUSE IT (i) IS NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO CORVEL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED IN THE EXHIBITS AT THE APPROPRIATE PLACES WITH EMPTY BRACKETS INDICATED BY [ ].
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
Not applicable.
| (b) | Pro Forma Financial Information. |
Not applicable.
| (c) | Shell Company Transactions. |
Not applicable.
| | |
Exhibit
No. | | Description |
| |
| 10.1† | | Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Michael G. Combs, providing for performance vesting. |
| |
| 10.2† | | Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Brandon T. O’Brien, providing for performance vesting. |
| |
| 10.3† | | Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Diane J. Blaha, providing for performance vesting. |
| |
| 10.4† | | Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Michael D. Saverien, providing for performance vesting. |
| |
| 10.5† | | Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Maxim Shishin, providing for performance vesting. |
| |
| 10.6† | | Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Jennifer L. Yoss, providing for performance vesting. |
| † | Certain confidential information contained in this exhibit has been omitted by means of redacting a portion of the text and replacing it with empty brackets indicated by [ ], pursuant to Regulation S-K Item 601(b)(10)(iv) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from the exhibit because it (i) is not material and (ii) would likely cause competitive harm to CorVel if publicly disclosed. An unredacted copy of the exhibit will be provided on a supplemental basis to the SEC upon request. |
