UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 2, 2010 (January 28, 2010)
February 2, 2010 (January 28, 2010)
AMSURG CORP.
(Exact Name of Registrant as Specified in Charter)
Tennessee (State or Other Jurisdiction of Incorporation) |
000-22217 (Commission File Number) |
62-1493316 (I.R.S. Employer Identification No.) |
20 Burton Hills Boulevard | ||
Nashville, Tennessee | 37215 | |
(Address of Principal Executive Offices) | (Zip Code) |
(615) 665-1283
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 (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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2010 Bonus Plan
The Compensation Committee of the Board of Directors of the Company has approved the Companys
Cash Bonus Plan for 2010. Pursuant to the 2010 Cash Bonus Plan, employees of the Company,
including the Companys executive officers, are eligible to receive cash bonuses based upon the
Companys attainment of certain earnings targets and other specific targets related to an
employees specific area of responsibility, including surgery center profits and earnings from new
acquisition and development transactions, in each case as determined by the Committee. For 2010,
cash bonuses for Christopher A. Holden, the Companys Chief Executive Officer and President, Claire
M. Gulmi, the Companys Executive Vice President and Chief Financial Officer, and Kevin D.
Eastridge, the Companys Senior Vice President and Chief Accounting Officer, will be based 50% upon
the attainment of Company earnings targets, 30% upon targets related to surgery center profits, and
20% upon the annual earnings of surgery centers acquired and de novo surgery center partnerships
formed during 2010. The cash bonus for Billie A. Payne, the Companys Senior Vice President,
Operations, will be based 20% upon the attainment of Company earnings targets, 60% upon targets
related to surgery center profits, and 20% upon the annual earnings of surgery centers acquired and
de novo surgery center partnerships formed during 2010. The cash bonus for Phillip A. Clendenin,
the Companys Senior Vice President, Corporate Services, will be based 30% upon the attainment of
Company earnings targets, 50% upon targets related to surgery center profits, and 20% upon the
annual earnings of surgery centers acquired and de novo surgery center partnerships formed during
2010. The maximum total bonus award that Messrs. Holden, Clendenin and Eastridge and Mses. Gulmi
and Payne can receive in 2010 is 100% for Mr. Holden, 80% for Ms. Gulmi, 60% for Ms. Payne, 60% for
Mr. Clendenin, and 60% for Mr. Eastridge. David L. Manning,
the Companys Executive Vice President and Chief
Development Officer, is eligible to receive a cash bonus of up to 55% of his base salary based 55%
upon the attainment of Company earnings targets and 45% upon the earnings of surgery centers
acquired during 2010. Mr. Manning is eligible to receive an additional cash bonus based upon the
annual earnings of surgery centers acquired and de novo surgery center partnerships formed during
2010 above a targeted amount.
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.
AMSURG CORP. |
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By: | /s/ Claire M. Gulmi | |||
Claire M. Gulmi | ||||
Executive Vice President, Chief
Financial Officer and Secretary (Principal Financial and Duly Authorized Officer) |
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Date: February 2, 2010