- Current report filing (8-K)
17 March 2010 - 7:48AM
Edgar (US Regulatory)
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):
March 11, 2010
EMERGENCY MEDICAL SERVICES CORPORATION
EMERGENCY MEDICAL SERVICES L.P.
(
Exact name of each registrant as specified in its charter
)
Delaware
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001-32701
333-127115
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20-3738384
20-2076535
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(State or other jurisdiction
of incorporation)
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(Commission
File Numbers)
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(IRS Employer
Identification Nos.)
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6200
S. Syracuse Way, Suite 200, Greenwood Village, Colorado
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80111
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(Address of principal executive offices)
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(Zip Code)
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(303) 495-1200
(Registrants telephone number, including
area code)
(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 registrants under any of
the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 Corporate Governance and Management
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Pursuant
to the employment agreements for the named executive officers of Emergency
Medical Services Corporation (EMSC) and based upon the attainment of
performance targets previously established by the Compensation Committee (the Committee)
of the EMSC board of directors under EMSCs Executive Officer Evaluation and
Compensation Plan (the Executive Incentive Plan), on March 11, 2010, the
Committee approved the payment of annual cash bonus awards to the named
executive officers for fiscal year 2009 as follows: William A. Sanger, Chief
Executive Officer $2,654,716; Randel G. Owen, Executive Vice President and
Chief Financial Officer $644,618; Todd G. Zimmerman, Executive Vice
President, General Counsel and Secretary $600,906; Dighton C. Packard, M.D.,
Chief Medical Officer $80,013; Mark A. Bruning, President of American Medical
Response, Inc. (AMR) $297,526. The awards were paid on March 12,
2010, and the awards for Messrs. Sanger, Owen and Zimmerman were
calculated in accordance with the terms of the Executive Incentive Plan. Mr. Bruning and Dr. Packard are not
participants in the Executive Incentive Plan and received their awards under a
different bonus plan.
On March 11, 2010, the Committee also approved internal earnings
thresholds (as may be adjusted upon certain corporate events) for fiscal year
2010, which thresholds must be achieved before any payments will be made under
the Executive Incentive Plan for fiscal year 2010. The determination of
bonus awards under the Executive Incentive Plan is described further in EMSCs
Proxy Statement, filed on Form DEF 14A on April 22, 2009
.
On
March 11, 2010, the Committee also approved amending Mr. Brunings
employment agreement to provide that, upon a termination without cause, AMR,
EMSCs wholly-owned subsidiary, would be obligated to pay Mr. Brunings
then-current base salary for twenty-four months following the date of such
termination. AMR and Mr. Bruning executed the amendment on March 16,
2010.
2
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.
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EMERGENCY
MEDICAL SERVICES
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CORPORATION
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(Registrant)
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March 16, 2010
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By:
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/s/ Todd G. Zimmerman
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Todd G. Zimmerman
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Executive Vice
President and General Counsel
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3
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.
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EMERGENCY
MEDICAL SERVICES L.P.
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(Registrant)
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By:
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Emergency
Medical Services Corporation,
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its
General Partner
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March 16, 2010
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By:
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/s/ Todd G. Zimmerman
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Todd G. Zimmerman
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Executive Vice
President and General Counsel
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4
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