ModivCare Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

Registrant’s telephone number, including area code: (303) 728-7012

 

N/A

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the 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 ☐

 

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.  ☐

 

 

 

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

 

On February 10, 2025, the board of directors (the “Board”) of ModivCare Inc. (the “Company”) appointed Ms. Erin Russell as a member of the Board. The Board also appointed Ms. Russell to serve on the Audit Committee and Nominating and Governance Committee.

 

The Board determined that Ms. Russell satisfies the requirements provided in the Nasdaq Listing Rules and the criteria of the Board to be an independent director. As previously disclosed, on January 9, 2025, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to its Credit Agreement, dated as of February 3, 2022. Pursuant to the Fifth Amendment, the Company has an obligation to appoint to the Board three directors acceptable to certain lenders party thereto, subject to certain conditions. There are no relationships or related party transactions between the Company and Ms. Russell, of the type required to be disclosed under applicable Securities and Exchange Commission rules.

 

Ms. Russell is an experienced public company board member, having served as a member of the board of directors of Kadant Inc., a global supplier of engineered systems, since January 2019. From 2020-2022, Ms. Russell served as a director, member of the compensation committee and the chair of the audit committee of Tivity Health, Inc., a publicly-traded provider of fitness and healthy life changing and digital engagement solutions that went private in 2022. She also serves as a director and chair of the audit committee and member of the compensation committee of eHealth, Inc., a publicly-traded leading online health insurance marketplace, since July 2021. She was a principal of Vestar Capital Partners, L.P. (“Vestar”), a leading private equity firm specializing in management buyouts, recapitalizations and growth equity investments, from August 2001 until April 2017. While at Vestar, Ms. Russell served on the boards of directors of a number of companies, including most recently as a director of DeVilbiss Healthcare LLC from 2012 until 2015, and as a director and a member of the audit committee of 21st Century Oncology Inc. from 2008 until 2016, including as the chair of the audit committee until 2014, both private healthcare companies. She also served as a director of DynaVox Inc., a communications device manufacturer, from 2004 until 2014, including serving as the chair of its audit committee until its initial public offering in 2010. Ms. Russell is also chair of the board of St. Thomas Aquinas Catholic School, where she has served since 2018, and has served on the advisory boards of McIntire School of Commerce since 2016, where she is the current chair, and the Jefferson Scholars Foundation at the University of Virginia since 2008.

 

Ms. Russell will receive standard compensatory and other agreements and arrangements provided to other non-employee directors of the Company, including prorated portions of the Company’s standard (i) $85,000 annual cash retainer for directors and (ii) equity retainer for directors targeting a full-year $130,000 value as of the date of grant.

 

 

On February 13, 2025, Neal Goldman resigned from the Board, effective as of February 13, 2025. His resignation is not a result of any disagreement with the Company.

 

In connection with his resignation from the Board, Mr. Goldman entered into a resignation and release agreement (the “Resignation and Release Agreement”) with the Company, dated as of February 13, 2025. Pursuant to the Resignation and Release Agreement, (a) the Company and Mr. Goldman each agreed to terminate that certain letter agreement, dated as of December 23, 2024 (the “Letter Agreement”), regarding Mr. Goldman’s service on the Board, except that the confidentiality and indemnification provisions of the Letter Agreement will survive, (b) the Company agreed to waive and release any and all claims arising out of the Letter Agreement and/or Mr. Goldman’s service on the Board (other than claims arising out of the breach of the confidentiality provisions of the Letter Agreement), and (c) Mr. Goldman agreed to waive and release any and all compensation claims under the Letter Agreement.

 

 

Item 7.01         Regulation FD Disclosure.

 

On February 14, 2025, the Company issued a press release announcing the appointment of Ms. Russell as described herein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01         Financial Statements and Exhibits.

 

 

 

 

 

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.