Attached files
file | filename |
---|---|
EX-10.2 - EX-10.2 - AMSURG CORP | g23592exv10w2.htm |
EX-10.1 - EX-10.1 - AMSURG CORP | g23592exv10w1.htm |
Table of Contents
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):
May 26, 2010 (May 20, 2010)
May 26, 2010 (May 20, 2010)
AMSURG CORP.
(Exact Name of Registrant as Specified in Charter)
Tennessee | 000-22217 | 62-1493316 | ||
(State or Other Jurisdiction of | (Commission | (I.R.S. Employer | ||
Incorporation) | File Number) | 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))
TABLE OF CONTENTS
Table of Contents
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
As further discussed below in Item 5.07, on May 20, 2010, at the 2010 annual meeting (the Annual
Meeting) of shareholders of the Company, the shareholders of the Company approved an amendment to
the AmSurg Corp. 2006 Stock Incentive Plan, as amended (the 2006 Plan) to increase the number of
shares that may be awarded under the 2006 Plan with respect to awards other than stock options and
stock appreciation rights from 940,000 to 1,440,000. The 2006 Plan, as amended, is filed as
Exhibit 10.1 to this report and incorporated herein by reference.
A summary
of the material terms of the 2006 Plan is set forth on pages 32 to 36 of the Companys
Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the SEC) on
April 20, 2010, and is incorporated herein by reference. That summary and the foregoing description
of the 2006 Plan are qualified in their entirety by reference to the text of the 2006 Plan, which
is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on May 20, 2010. At the Annual Meeting, James A. Deal,
Steven I. Geringer, and Claire M. Gulmi were elected as Class I directors to hold office for a term
of three years and until their successors are duly elected and qualified and John W. Popp, Jr.,
M.D., was elected as a Class III director to hold office for a term of two years and until his
successor is duly elected and qualified. In addition, at the Annual Meeting, the shareholders
approved the amendment to the 2006 Plan and ratified the appointment of Deloitte & Touche LLP as
the Companys independent registered public accounting firm for the fiscal year ending December 31,
2010.
The final voting results of the director elections, approval of the amendment to the 2006 Plan and
ratification of the independent registered public accounting firm, which were described in more
detail in the Companys Proxy Statement on Schedule 14A filed with the SEC on April 20, 2010, are
set forth below.
(1) | Each director was elected as follows: |
BROKER | ||||||||||||
FOR | WITHHELD | NON VOTES | ||||||||||
James A. Deal |
27,142,657 | 1,018,409 | 1,236,272 | |||||||||
Steven I. Geringer |
27,381,499 | 779,567 | 1,236,272 | |||||||||
Claire M. Gulmi |
24,588,947 | 3,572,119 | 1,236,272 | |||||||||
John W. Popp, Jr., M.D. |
27,551,816 | 609,250 | 1,236,272 |
In addition to the foregoing directors, the remaining directors not up for re-election at the
Annual Meeting continue to serve on the Board of Directors.
Table of Contents
(2) | The amendment to the 2006 Plan was approved as follows: |
BROKER | ||||||
NON | ||||||
FOR | AGAINST | ABSTAIN | VOTES | |||
26,119,181
|
2,034,948 | 6,937 | 1,236,272 |
(3) | The ratification of the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2010 was approved as follows: |
BROKER | ||||||
NON | ||||||
FOR | AGAINST | ABSTAIN | VOTES | |||
29,133,895 | 252,683 | 10,760 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d)
|
10.1 | AmSurg Corp. 2006 Stock Incentive Plan, as amended | ||||
10.2 | Form of Restricted Share Award Agreement for Non-Employee Directors 2006 Incentive Plan |
Table of Contents
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. |
||||
By: | /s/ Claire M. Gulmi | |||
Claire M. Gulmi | ||||
Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Duly Authorized Officer) | ||||
Date: May 26, 2010
Table of Contents