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): December 11, 2012
Health Management Associates, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-11141 | 61-0963645 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 5811 Pelican Bay Boulevard, Suite 500, Naples, Florida | 34108-2710 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (239) 598-3131
N/A
(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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 11, 2012, Health Management Associates, Inc. (the “Company”) amended its Tax Advantaged Wealth Plan (the “Plan”), a nonqualified deferred compensation plan maintained for the benefit of certain designated physicians and executives of the Company and its affiliates, to allow the Company’s named executive officers to participate in the Plan as of January 1, 2013. The Plan is an elective account balance plan under which participants may elect to defer receipt of a portion of their base salary and/or annual bonus. The Plan is not funded by the Company. Any amounts deferred by participants are contributed to a rabbi trust and invested to provide benefits upon distribution, which is generally after separation from service.
The Company will file the Plan document as an exhibit to its Annual Report on Form 10-K for the year ending December 31, 2012.
| Item 8.01 | Other Events. |
On December 11, 2012, Gary D. Newsome adopted a pre-arranged stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Mr. Newsome is a director of the Company, as well as its President and Chief Executive Officer.
Rule 10b5-1 permits the adoption of a written stock trading plan by a person at a time when such person is not in possession of material non-public information, pursuant to which a registrant’s shares can be sold in the future at predetermined times and/or in accordance with pre-established price parameters. Mr. Newsome’s Rule 10b5-1 plan covers the period January 12, 2013 through December 31, 2013 and applies to a maximum of 200,000 shares of the Company’s common stock that he currently holds in a brokerage account. Mr. Newsome informed the Company’s management that he adopted his Rule 10b5-1 plan to diversify his holdings. Additionally, Mr. Newsome informed the Company’s management that he will publicly disclose all transactions under such plan in accordance with applicable securities laws.
The Company does not undertake to report any modifications, terminations, transactions or other activities under Mr. Newsome’s Rule 10b5-1 plan, except as may be required by law.
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.
| HEALTH MANAGEMENT ASSOCIATES, INC. | ||||||||
| Date: December 14, 2012 | By: | /s/ Gary S. Bryant | ||||||
| Gary S. Bryant | ||||||||
| Vice President and Controller | ||||||||