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 22, 2017 (February 22, 2017)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15925 | 13-3893191 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 465-7000
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):
| ☐ | 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. |
Retirement of W. Larry Cash as President of Financial Services, Chief Financial Officer and Director of the Company
On February 22, 2017, Community Health Systems, Inc. (the “Company”) issued a press release announcing that W. Larry Cash, President of Financial Services and Chief Financial Officer, will retire as an officer and as a member of the Board of Directors of the Company effective May 16, 2017, the date of the Company’s 2017 annual meeting of stockholders. Upon his retirement, Mr. Cash will enter into a consulting agreement with the Company, pursuant to which he will advise the Company’s management team on issues related to healthcare finance, management and operations. A copy of the press release making this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 5.02.
Intent to Appoint Thomas J. Aaron as Chief Financial Officer of the Company
In conjunction with Mr. Cash’s retirement, the Company intends to appoint Thomas J. Aaron as Chief Financial Officer of the Company effective May 16, 2017.
Mr. Aaron, age 54, joined the Company in November 2016 as Senior Vice President – Finance. Prior to that, he was with Deloitte & Touche LLP for 32 years. Mr. Aaron served as Deloitte’s Tennessee Managing partner from 2006 to 2016. His healthcare industry experience at Deloitte includes audits of public and private companies, strategy and operations improvement consulting, mergers and acquisitions, financing and public equity offering services, and participation in numerous board and committee meetings. As a partner at Deloitte, Mr. Aaron was the lead client service and lead assurance partner on the Company’s external audit from 1996 to 2003 and from 2008 to 2013. Mr. Aaron received his bachelor’s degree from the University of Kentucky. He serves as a Master’s of Accounting Advisory Board member for the University of Kentucky and for Vanderbilt University’s Owen Graduate School of Management.
Mr. Aaron is not a party to any material plan, contract or arrangement with the Company entered into in connection with Mr. Aaron’s upcoming appointment, and Mr. Aaron’s compensation as Chief Financial Officer has not yet been determined.
A copy of the press release related to Mr. Aaron’s appointment as the Company’s Chief Financial Officer is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following items are included as Exhibits to this Form 8-K and incorporated herein by reference:
| Exhibit |
Description | |
| 99.1 | Community Health Systems, Inc. Press Release dated February 22, 2017. | |
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.
| Date: February 22, 2017 | COMMUNITY HEALTH SYSTEMS, INC. (Registrant) |
|||||||||
| By: /s/ Wayne T. Smith |
||||||||||
| Wayne T. Smith | ||||||||||
| Chairman of the Board and Chief Executive Officer | ||||||||||
| (principal executive officer) | ||||||||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Community Health Systems, Inc. Press Release dated February 22, 2017. | |
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS ANNOUNCES RETIREMENT OF CHIEF FINANCIAL OFFICER
W. Larry Cash Will Retire in May After Twenty Years of Service;
Thomas J. Aaron to Succeed Cash as Chief Financial Officer
FRANKLIN, Tenn. (February 22, 2017) – Community Health Systems, Inc. (NYSE: CYH) announced today that W. Larry Cash, President of Financial Services and Chief Financial Officer, will retire from his executive management position and the Company’s Board of Directors on May 16, 2017, the date of the Company’s 2017 annual meeting of stockholders. Cash has served as the Company’s Chief Financial Officer since joining the organization in September 1997 and was elected to the Board in 2001. The Board of Directors approved Cash’s retirement plans today. Upon his retirement, Cash will enter into a consulting agreement with the Company, under which he will advise the Company’s management team on issues related to healthcare finance, management and operations.
Thomas J. Aaron, who currently serves as Senior Vice President–Finance at Community Health Systems, will be appointed Chief Financial Officer immediately following Cash’s retirement. Aaron joined Community Health Systems in November 2016 after a 32-year career at Deloitte & Touche LLP. Aaron retired from Deloitte in October 2016 after serving as Tennessee Managing Partner and leading teams for many of the firm’s largest national healthcare provider and payer clients, including Community Health Systems, Inc., most recently in 2013.
Commenting on the announcement, Wayne T. Smith, chairman and chief executive officer of Community Health Systems, Inc., said, “No one has been more involved or more influential in shaping the evolution of Community Health Systems over the past two decades than Larry Cash. I am extremely grateful to Larry for his significant contributions, and I am proud of all that we have accomplished. Larry’s business and financial expertise have been critical to our success and encompassed every aspect of the Company’s strategic initiatives, operations and financial management. He has capably guided us through billions of dollars in financial transactions, numerous acquisitions and divestitures, our IPO in 2000, and he has provided oversight for many of our corporate departments. Community Health Systems has relied on Larry’s vast knowledge, integrity and tireless work, and he will leave us positioned to build on our accomplishments well into the future. I wish Larry the very best in his retirement and, on behalf of our Board and everyone at Community Health Systems, we thank him for his outstanding service.”
Smith went on to say, “I am very pleased that Tom Aaron will transition into the role of CFO upon Larry’s retirement. Through his leadership role at Deloitte, Tom worked directly with our company as an audit partner for many years. Since joining our organization last November, Tom has been immersed in our financial operations, and he will continue to work closely with Larry to ensure a smooth transition of responsibilities. I am highly confident in Tom’s ability to help Community Health Systems achieve our strategic and financial objectives.”
Larry Cash is a 20-year veteran of Community Health Systems and has more than 30 years of management experience in the hospital and managed care sectors. Cash currently serves on the Board of Directors for Community Health Systems, Inc. and Cross Country Healthcare, Inc. Cash has been named one of the top three CFOs in the healthcare sector by Institutional Investor 11 times. He was named Business Tennessee’s first ever CFO of the Year in 2008. He also earned that distinction in the public companies category from the Nashville Business Journal in 2009 and went on to become recipient of the CFO Lifetime Achievement award from the Nashville Business Journal in 2014. Prior to joining Community Health Systems, Cash served as Vice President and Group Chief Financial Officer of Columbia/HCA Healthcare Corporation from September 1996 to August 1997. Prior to Columbia/HCA, Cash spent 23 years at Humana Inc., most recently as Senior Vice President of Finance and Operations from 1993 to 1996. Cash received his bachelor’s degree from the University of Kentucky. He is a Certified Public Accountant and is professionally affiliated with the American Institute of Certified Public Accountants, Tennessee Society of Certified Public Accountants, and the Healthcare Financial Management Association.
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Community Health Systems Announces Retirement of W. Larry Cash
Page 2
February 22, 2017
Tom Aaron joined Community Health Systems as Senior Vice President–Finance in November 2016 after concluding a 32-year career at Deloitte. Aaron served as Deloitte’s Tennessee Managing Partner for ten years. His healthcare industry experience at Deloitte includes audits of public and private companies, strategy and operations improvement consulting, mergers and acquisitions, financing and public equity offering services, and participation in numerous board and committee meetings. As a Deloitte partner, Aaron was the lead client service and lead assurance partner on the Community Health Systems’ external audit from 1996 to 2003 and from 2008 to 2013. Aaron received his bachelor’s degree from the University of Kentucky and serves as a Master’s of Accounting Advisory Board member for the University of Kentucky and Vanderbilt University Owen Graduate School of Management.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the largest publicly traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 158 affiliated hospitals in 22 states with an aggregate of nearly 27,000 licensed beds. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.
Forward-Looking Statements
Statements contained in this news release regarding operating results and other events are forward-looking statements that involve risk and uncertainties. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contacts:
W. Larry Cash, 615-465-7000
President of Financial Services and Chief Financial Officer
or
Ross W. Comeaux, 615-465-7012
Senior Director – Investor Relations
Media Contact:
Tomi Galin, 615-628-6607
Senior Vice President, Corporate Communications, Marketing and Public Affairs
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