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): November 1, 2016
MEDNAX, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
| 001-12111 | 26-3667538 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1301 Concord Terrace Sunrise, Florida |
33323 | |
| (Address of principal executive offices) | (Zip Code) | |
(954) 384-0175
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 1, 2016, Karl Wagner, President, Eastern Division, of MEDNAX, Inc., a Florida corporation (the “Company”), informed the Company of his intent to resign from the Company in order to pursue personal opportunities. Mr. Wagner will continue to serve as an executive officer of the Company through December 31, 2016. Thereafter, the Company anticipates that Mr. Wagner will remain in a full-time role with the Company through early 2017 and continue to serve the Company through the first half of 2017 in a consulting role.
Also on November 1, 2016, Dr. Michael D. Stanley, President, Clinical Services Division, of the Company, informed the Company of his intent to step-down from his current position with the Company effective December 31, 2016. The Company anticipates that Dr. Stanley will continue to serve the Company thereafter in a full-time role reporting to the Company’s President and Chief Operating Officer.
| Item 7.01 | Regulation FD Disclosure. |
On November 7, 2016, the Company issued a press release announcing the information set forth in Item 5.02 of this Current Report on Form 8-K concerning the resignation of Mr. Wagner. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated in this Item 7.01 by reference. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release of MEDNAX, Inc. dated November 7, 2016. | |
SIGNATURES
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.
| MEDNAX, INC. | ||||||
| Date: November 7, 2016 | By: | /s/ Vivian Lopez-Blanco | ||||
| Name: | Vivian Lopez-Blanco | |||||
| Title: | Chief Financial Officer | |||||
INDEX TO EXHIBITS
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release of MEDNAX, Inc. dated November 7, 2016. | |
Exhibit 99.1
FOR MORE INFORMATION:
Charles Lynch
Vice President, Strategy and Investor Relations
954-384-0175, x 5692
charles_lynch@mednax.com
FOR IMMEDIATE RELEASE
MEDNAX Announces Divisional Leadership Changes
FORT LAUDERDALE, Fla., November 7, 2016 – MEDNAX, Inc. (NYSE: MD), today announced that Karl Wagner, President of the Company’s Eastern Division, has indicated his intent to resign from the company, in order to pursue personal opportunities. Mr. Wagner, who joined MEDNAX in 1997 and previously served as the Company’s Treasurer, Chief Financial Officer and President of MEDNAX’s American Anesthesiology Division, will remain in his full-time position through early 2017 and serve on a consulting basis through the first half of 2017.
“I want to thank Karl for all the contributions he has made to MEDNAX over the last nineteen years,” said Roger J. Medel, M.D., Chief Executive Officer of MEDNAX. “In the financial and operating roles he has played, Karl has been an integral part of the growth, strategic evolution, and success we have achieved as an organization.”
“After nineteen years at MEDNAX, I have decided that the time is right to take a step back and determine the next opportunity to pursue,” said Mr. Wagner. “I have the highest confidence in the ability of my associates and friends at MEDNAX to execute on the strategy we have undertaken. I also believe the Company’s focus on improving the care of our patients while bringing solutions to our partners is exactly the right plan. I will always take with me the wonderful stories of how we have impacted an untold number of families both from the contributions of the organization as a whole or the individual care provided by our clinicians.”
Separately, David Clark, President of MEDNAX’s Western Division, has been named President, MEDNAX Physician Services, which encompasses leadership of the Company’s Clinical Services, Eastern and Western Divisions. Mr. Clark joined MEDNAX in 2001 and served as Chief Operating Officer of the Company’s Pediatrix Division from 2008 until 2015. He served as Senior Vice President, Operations, from 2003 to 2008 and as Vice President, Operations, South Central Region, from 2001 to 2003.
ABOUT MEDNAX
MEDNAX, Inc. is a national health solutions partner comprised of the nation’s leading providers of physician services. Physicians and advanced practitioners practicing as part of MEDNAX are reshaping the delivery of care within their specialties and subspecialties, using evidence-based tools, continuous quality initiatives, clinical research and telemedicine to enhance patient outcomes and provide high-quality, cost-effective care. The Company was founded in 1979, and today, through its affiliated professional corporations, MEDNAX provides services through a network of more than 3,600 physicians in all 50 states and Puerto Rico. In addition to its national physician network, MEDNAX provides services to healthcare facilities and physicians in over 40 states through two complementary businesses, consisting of a revenue cycle management company and a consulting services company. Additional information is available at www.mednax.com.
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