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): March 8, 2019
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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1-11151
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76-0364866
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1300 West Sam Houston Parkway South, Suite
300, Houston, Texas
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77042 |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (713) 297-7000
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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).
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Compensatory Arrangements of Executive Officers.
On March 4, 2019, the Compensation Committee approved and adopted the following incentive plans, effective March 4, 2019, for the Senior
Management which includes Mr. Christopher Reading, Chief Executive Officer ("CEO"), Mr. Lawrance McAfee, Chief Financial Officer ("CFO"), Mr. Glenn McDowell, Chief Operating Officer - West ("COO West") and Mr. Graham Reeve, Chief Operating Officer
– East (“COO East”), hereinafter referred to jointly as “Executives”.
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Objective Long-Term Incentive Plan for Senior Management for 2019
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Discretionary Long-Term Incentive Plan for Senior Management for 2019
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Objective Cash/RSA Bonus Plan for Senior Management for 2019
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Discretionary Cash/RSA Bonus Plan for Senior Management for 2019
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The above plans are included as Exhibits 99.1, 99.2, 99.3 and 99.4 to this report. The discussions set forth below are qualified in their
entirety by reference to such exhibits.
Objective Long- Term Incentive Plan for Senior
Management for 2019 ("Objective LTIP"). Under the Objective LTIP, Executives have an opportunity to receive restricted stock awards ("RSAs") under the 2003 Stock Incentive Plan (as amended) (the "2003 Plan"), to be granted by the
Compensation Committee (as the term "Committee" is defined in Section 1.8 of the 2003 Plan) in the first quarter of 2020. The following maximum amounts of RSAs may be granted under this Objective LTIP based on the Company’s 2019 consolidated
pre-tax income (before charges/credits for changes in Redeemable Non-Controlling interests and any extraordinary items and after consideration of the compensation expense required to be reported in 2019 related to this Objective Bonus Plan and all
other management incentive plans): CEO = 8,800 shares; CFO = 4,400 shares; COO East = 4,400 shares; and COO West 4,400 shares. For a complete description of the Objective LTIP refer to Exhibit 99.1, which plan is incorporated herein by
reference.
Discretionary Long-Term Incentive Plan for Senior
Management for 2019 ("Discretionary LTIP"). The Committee may, in its judgment and at its sole discretion, grant RSAs under the 2003 Plan, based on its evaluation of an individual Executive's performance and the collective corporate
performance for 2019. The following shall be the maximum amount of shares that may be awarded under this program to each specified participant: CEO = up to 8,800 shares; CFO = up to 4,400 shares; COO West = up to 4,400 shares; and COO East = up
to 4,400 shares. For a complete description of the Discretionary LTIP refer to Exhibit 99.2, which plan is incorporated herein by reference.
Objective Cash/RSA Bonus Plan for Senior Management
for 2019 ("Objective Cash/RSA Bonus Plan"). Under the Objective Cash/RSA Bonus Plan, Executives have an opportunity to receive a bonus of
up to 75% of the Executive's annual base salary for 2019 ("Base") based on the Company’s 2019 consolidated pre-tax income (before charges/credits for changes in Redeemable Non-Controlling interests and any extraordinary items and after
consideration of the compensation expense required to be reported in 2019 related to this Objective Bonus Plan and all other management incentive plans). This bonus is payable either in cash or by a grant of RSAs, as determined by the Committee in
its sole discretion. The Base for Mr. Reading is $770,000, Mr. McAfee $500,000, Mr. McDowell $500,000 and Mr. Reeve $470,000. For a complete description of the Objective Cash/RSA Bonus Plan refer to Exhibit 99.3, which plan is incorporated herein
by reference.
Discretionary Cash/RSA Bonus Plan for Senior
Management for 2019 ("Discretionary Cash/RSA Bonus Plan"). Under the Discretionary Cash/RSA Bonus Plan, each Executive has the potential
to be awarded a bonus of up to 50% of his Base, payable either in cash or by a grant of RSAs, as determined by the Committee in its sole discretion. This Discretionary Cash/RSA Bonus Plan shall be administered by the Committee and the
Compensation Committee shall have the sole authority to grant awards and establish the amounts payable under this plan, make all determinations and interpret and construe all of the terms of this plan. For a complete description of the
Discretionary Cash/RSA Bonus Plan refer to Exhibit 99.4, which plan is incorporated herein by reference.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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Description of Exhibits |
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U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2019, effective March 4, 2019.
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U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2019, effective March 4, 2019.
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U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2019, effective March 4, 2019.
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U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2019, effective March 4, 2019.
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* Filed herewith.
SIGNATURE
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.
U.S. PHYSICAL THERAPY, INC.
| Dated: March 8, 2019 |
By:
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/s/ LAWRANCE W. MCAFEE |
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Lawrance W. McAfee
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Chief Financial Officer
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(duly authorized officer and principal financial and
accounting officer)
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