UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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AmSurg Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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AmSurg Corp.
May 17, 2011
AmSurg Corp.’s (the “Company”) proxy statement, first distributed to shareholders beginning on April 20, 2011, relating to the Company’s 2011 annual meeting of shareholders to be held on May 19, 2011 had a computational error in the summary compensation table (page 24 of your proxy statement) relating to the total compensation of the named executive officers. The table and footnotes on the following page (numbered page 24) correct that error. Please use this page instead of the corresponding page in your bound proxy statement. We apologize for the error.
EXECUTIVE COMPENSATION
2010 Summary Executive Compensation Table
The following table sets forth information concerning total compensation paid or earned during the 2010 fiscal year for the persons who served during 2010 as our Chief Executive Officer, Chief Financial Officer and other three most highly compensated executive officers. We will refer to the foregoing individuals as the “named executive officers.” As reflected in the table below, the primary components of the Company’s compensation program are cash compensation, consisting of a mix of base salary and cash bonus compensation, and equity compensation, consisting of restricted shares of the Company’s common stock and stock options with time-based vesting.
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| | | | | | | | | | | | | | Stock | | | Option | | | Non-Equity Incentive Plan | | | All Other | | | | |
Name and | | | | | | Salary | | | Bonus | | | Awards(1) | | | Awards(1) | | | Compensation(2) | | | Compensation | | | Total | |
Principal Position | | Year | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($)(3) | | | ($) | |
Christopher A. Holden President and Chief | | | 2010 | | | | 559,000 | | | | 139,750 | | | | 999,753 | | | | — | | | | — | | | | 20,895 | | | | 1,719,398 | |
Executive Officer | | | 2009 | | | | 537,500 | | | | 73,748 | | | | 625,000 | | | | — | | | | 359,083 | | | | 100,667 | | | | 1,659,998 | |
| | | 2008 | | | | 500,000 | | | | — | | | | 287,521 | | | | 199,107 | | | | 85,000 | | | | 17,740 | | | | 1,089,368 | |
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Claire M. Gulmi Executive Vice President, | | | 2010 | | | | 399,400 | | | | 79,880 | | | | 537,656 | | | | — | | | | — | | | | 17,482 | | | | 1,034,418 | |
Chief Financial | | | 2009 | | | | 384,038 | | | | 42,188 | | | | 348,741 | | | | — | | | | 205,418 | | | | 74,485 | | | | 1,054,870 | |
Officer and Secretary | | | 2008 | | | | 367,500 | | | | — | | | | 297,009 | | | | 205,749 | | | | 49,925 | | | | 15,312 | | | | 935,495 | |
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David L. Manning Executive Vice President | | | 2010 | | | | 399,400 | | | | 79,880 | | | | 537,656 | | | | — | | | | — | | | | 16,719 | | | | 1,033,655 | |
and Chief | | | 2009 | | | | 384,038 | | | | 27,861 | | | | 330,383 | | | | — | | | | 140,733 | | | | 73,095 | | | | 956,110 | |
Development Officer | | | 2008 | | | | 367,500 | | | | — | | | | 297,009 | | | | 205,749 | | | | 157,748 | | | | 14,809 | | | | 1,042,815 | |
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Billie A. Payne Senior Vice President, | | | 2010 | | | | 304,848 | | | | 45,727 | | | | 366,419 | | | | — | | | | — | | | | 12,685 | | | | 729,679 | |
Operations | | | 2009 | | | | 293,123 | | | | 24,151 | | | | 210,280 | | | | — | | | | 94,670 | | | | 56,292 | | | | 678,516 | |
| | | 2008 | | | | 280,500 | | | | — | | | | 150,619 | | | | 104,314 | | | | 28,598 | | | | 14,176 | | | | 578,207 | |
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Phillip A. Clendenin Senior Vice President, | | | 2010 | | | | 275,600 | | | | 41,340 | | | | 291,521 | | | | — | | | | — | | | | 8,268 | | | | 616,729 | |
Corporate Services(4) | | | 2009 | | | | 199,637 | | | | — | | | | 166,900 | | | | — | | | | 69,464 | | | | 35,775 | | | | 471,776 | |
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(1) | | Reflects the aggregate grant date fair value for the awards calculated in accordance with FASB ASC Topic 718. See Note 1(m) to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 regarding the assumptions underlying valuation of equity awards. |
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(2) | | Reflects bonuses earned during the fiscal year pursuant to our cash bonus plan. |
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(3) | | Reflects, for 2010, (a) Company matching contributions to the 401(k) plan of $4,125 for Mr. Holden, $5,500 for Ms. Gulmi, $4,737 for Mr. Manning, $3,540 for Ms. Payne, and $0 for Mr. Clendenin, and (b) Company contributions to the supplemental executive retirement savings plan of $16,770 for Mr. Holden, $11,982 for Ms. Gulmi and Mr. Manning, $9,145 for Ms. Payne, and $8,268 for Mr. Clendenin. |
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(4) | | Mr. Clendenin was appointed Senior Vice President, Corporate Services on March 23, 2009. |
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