false 0001220754 0001220754 2024-12-13 2024-12-13
 
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): December 13, 2024
 
ModivCare Inc.
(Exact name of registrant as specified in its charter)
 
         
Delaware
  
001-34221
  
86-0845127
(State or other jurisdiction
of incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer
Identification No.)
   
6900 Layton Avenue, 12th Floor
Denver, Colorado
  
80237
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (303) 728-7012
 
N/A
(Former name or former address, if changed since last report)
 
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):
 
☐
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
MODV
The NASDAQ Global Select Market
 
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 December 13, 2024, Christopher S. Shackelton and Rahul Samant resigned from the Board of Directors (the “Board”) of ModivCare Inc. (the “Company”), effective as of December 13, 2024. Their resignations are not a result of any disagreement with the Company. The Board has appointed Leslie V. Norwalk as Interim Chair of the Board, effective as of December 13, 2024.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
  
Description
104
  
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
 
 
 
 
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.
 
 
 
 
 
 
 
MODIVCARE INC.
  
Date: December 13, 2024
By:
/s/ Faisal Khan
  
 
Name:
Faisal Khan
  
 
Title:
Senior Vice President, General Counsel and Secretary
  
 
 
v3.24.3
Document And Entity Information
Dec. 13, 2024
Document Information [Line Items]  
Entity, Registrant Name ModivCare Inc.
Document, Type 8-K
Document, Period End Date Dec. 13, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-34221
Entity, Tax Identification Number 86-0845127
Entity, Address, Address Line One 6900 Layton Avenue, 12th Floor
Entity, Address, City or Town Denver
Entity, Address, State or Province CO
Entity, Address, Postal Zip Code 80237
City Area Code 303
Local Phone Number 728-7012
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol MODV
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001220754
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