UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 28, 2018
CIVITAS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36623 | 65-1309110 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
313 Congress Street, 6th Floor
Boston, Massachusetts 02210
(Address of principal executive offices, including zip code)
(617) 790-4800
(Registrant’s 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 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)) |
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 August 28, 2018, the Board of Directors of Civitas Solutions, Inc. (the “Company”) approved an increase in the number of directors from eight to nine and appointed Robert S. Rosner as a Class II director, effective August 28, 2018, to fill the vacancy resulting from the increase in the size of the board. The Board has affirmatively determined that Mr. Rosner is an “independent director,” as such term is defined in the New York Stock Exchange Rules. Mr. Rosner will not serve on any committees at this time.
Mr. Rosner is Co-President of Vestar Capital Partners (“Vestar”), affiliates of which own approximately 52% of the Company’s common stock. As an employee of Vestar, Mr. Rosner will not receive any additional compensation for his service as a director. Apart from Mr. Rosner’s relationship with Vestar, there are no relationships between Mr. Rosner and the Company or its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Mr. Rosner to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Civitas Solutions, Inc. on August 30, 2018 | |
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.
| CIVITAS SOLUTIONS, INC.
| ||
| /s/ Bruce F. Nardella | ||
|
| ||
| Date: August 31, 2018 | Name: Bruce F. Nardella | |
| Title: Chief Executive Officer and President |