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):
May 11, 2016
MAGELLAN HEALTH, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE |
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1-6639 |
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58-1076937 |
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(State or Other Jurisdiction |
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(Commission File |
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(IRS Employer |
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of Incorporation) |
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Number) |
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Identification No.) |
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4800 N. SCOTTSDALE RD, SUITE 4400 |
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SCOTTSDALE, ARIZONA |
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85251 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (602) 572-6050
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 (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 ARRANGEMENT OF CERTAIN OFFICERS.
On May 11, 2016, Magellan Health, Inc. (“Magellan”) and Jonathan N. Rubin, Chief Financial Officer of Magellan, agreed to an amendment to Mr. Rubin’s employment agreement to remove a provision that entitled Mr. Rubin to receive a tax gross-up payment to cover excise taxes, if any, that would be payable by Mr. Rubin as a result of a change in control of Magellan. A copy of the amendment has been filed with this Form 8-K.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of business acquired: |
Not applicable. |
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(b) Pro forma financial information: |
Not applicable. |
(d) Exhibits:
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Exhibit No. |
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Description |
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10.1 |
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Amendment to Employment Agreement dated May 10, 2016 between the Company and Jonathan N. Rubin. |
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.
MAGELLAN HEALTH, INC.
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Date: May 11, 2016 |
By: |
/s/ Jonathan N. Rubin | |
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Name: |
Jonathan N. Rubin |
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Title: |
Executive Vice President and |