Attached files
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| EX-99.1 CHARTER - EXHIBIT 99 - PSS WORLD MEDICAL INC | exhibit99.htm |
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): February 2, 2010
PSS
WORLD MEDICAL, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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0-23832
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59-2280364
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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4345
Southpoint Blvd.
Jacksonville,
Florida
32216
(Address
of principal executive offices, including zip code)
(904)
332-3000
(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 (See General Instruction A.2 below):
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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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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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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(b) By
agreement dated February 2, 2010 (the “Separation Agreement”), PSS World
Medical, Inc. (the “Company”) and David A. Smith, who was the Chairman of the
Board of Directors, President and Chief Executive Officer of the Company, have
mutually agreed that Mr. Smith’s employment with the Company will terminate
effective February 2, 2010 (the “Date of Termination”). He has also resigned
from the Board of Directors of the Company.
(c) Effective
February 2, 2010, the Board of Directors appointed Gary A. Corless Chief
Executive Officer and President of the Company. Since August 2005,
Mr. Corless has served as Executive Vice President and Chief Operating Officer
of the Company. From May 2002 to August 2005, he served as President
of the Physician Business, Physician Sales & Service, and Executive Vice
President of PSS World Medical, Inc. From April 1999 to May 2002, Mr. Corless
served as President of Gulf South Medical Supply, Inc. From April
1998 to April 1999, Mr. Corless served as Senior Vice President, Eastern Region
of Diagnostic Imaging, Inc., a former subsidiary of the
Company. Prior to that position, he served the Physician Business as
the Vice President, Southern Region from April 1997 to April
1998. From 1996 to 1997, Mr. Corless served the Physician Business as
a regional Vice President of Sales and Operations, and from 1990 to 1996 he held
various leadership positions with the Company. Mr. Corless holds a
Bachelor of Science degree in Finance from Florida State
University.
(d) Also
effective February 2, 2010, the Company’s Lead Director and member of the Board
of Directors since 1993, Delores P. Kesler, assumed the role of the
Non-Executive Board Chair. Charles E. Adair was also named as
Chairman of the Executive Committee.
Also
effective February 2, 2010, the Board appointed Mr. Corless as a director of the
Company, filling the vacancy on the Board created by Mr. Smith’s resignation.
Mr. Corless will also serve as a member of the Board’s Executive
Committee.
(e) Under
the terms of his existing employment agreement and the Separation Agreement, and
in exchange for the observation by Mr. Smith of certain restrictive covenants
for a period of 24 months from the Date of Termination, and a general release of
claims, Mr. Smith will receive: (i) a severance payment of $2.718 million
(calculated as twice Mr. Smith’s annual salary and target bonus amounts), (ii) a
continuation of group health benefits for Mr. Smith and his dependents for a
period of two years (both (i) and (ii) are consistent with Mr. Smith’s existing
employment agreement) and (iii) an additional payment of $680,000. In
addition, Mr. Smith will receive a lump sum of $4,269, consisting of Mr. Smith’s
unpaid base salary through the Date of Termination and will be reimbursed for
reasonable and proper business expenses incurred by him prior to the Date of
Termination in the amount of $2,500. Mr. Smith will also be
reimbursed for reasonable attorney’s fees and expenses related to the
negotiation of the Separation Agreement, not to exceed
$25,000. However, following the Date of Termination, Mr. Smith will
no longer receive contributions to, or be eligible to participate in, any
employee benefit plans of the Company or its affiliates (except as discussed
above). Also pursuant to the his existing employment
agreement and the Separation Agreement, Mr. Smith will be entitled to
reimbursements for outplacement and counseling expenses for a period of one year
following the Date of Termination, not to exceed $60,000. In
addition, Mr. Smith will be permitted to exercise any of his vested stock
options within a three-month period from the Date of Termination. Any
unvested equity awards will be forfeited on the Date of Termination and any
equity awards that are not exercised by Mr. Smith following the three month
period will also expire.
In light
of his additional responsibilities, Mr. Corless will receive an increase of his
base salary from $450,000 to $600,000, and an additional award of equity
incentives materially consistent with the previously disclosed terms of the
Company’s equity incentive plans.
A copy of
the press release relating to Mr. Smith’s departure and the appointment of Gary
Corless as Chief Executive Officer and President of the Company is filed as
Exhibit 99.1 to this report and is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits
(c)
EXHIBITS
99.1 Press
Release of PSS World Medical, Inc., dated February 3, 2010.
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 thereunto
duly authorized.
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Date:
February 5, 2010
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By:
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/s/
David M. Bronson
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Name:
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David
M. Bronson
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Title:
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Executive
Vice President and
Chief
Financial Officer
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