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 9, 2015 (December 9, 2015)

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-15925		13-3893191
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS 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:

 

¨	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))

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2015, H. James Williams, Ph.D., was elected as a director to the Company’s board of directors and accepted this appointment. His term will expire at the 2016 Annual Meeting of Stockholders. Prior to such appointment, the Company’s board of directors increased the number of directors of the Company from eight to nine. Dr. Williams has not yet been appointed to any committees of the board of directors.

Dr. Williams will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation program described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2015. There is no arrangement or understanding pursuant to which Dr. Williams was selected as a director, and the Company has no related party transactions with Dr. Williams or any of his related persons that would require disclosure under Item 404(a) of Regulation S-K.

On December 9, 2015, the Company issued a press release announcing the appointment of Dr. Williams. A copy of the press release is filed as Exhibit 99.1 to the Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

The following exhibits are filed herewith:

 

99.1

Community Health Systems, Inc. Press Release, dated December 9, 2015

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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 hereunto duly authorized.

 

Date: December 9, 2015				COMMUNITY HEALTH SYSTEMS, INC.
				(Registrant)
				By:		/s/ Wayne T. Smith
						Wayne T. Smith
						Chairman of the Board and Chief
						Executive Officer
						(principal executive officer)
				By:		/s/ W. Larry Cash
						W. Larry Cash
						President of Financial Services, Chief
						Financial Officer and Director
						(principal financial officer)

Exhibit 99.1

COMMUNITY HEALTH SYSTEMS, INC.

ANNOUNCES APPOINTMENT OF NEW INDEPENDENT DIRECTOR

FRANKLIN, Tenn. (December 9, 2015) — Community Health Systems, Inc. (NYSE:CYH) today announced the appointment of H. James Williams, Ph.D. to its Board of Directors for a term expiring at the 2016 Annual Meeting of Stockholders.

Dr. Williams, age 60, served as President of Fisk University, a leading liberal arts university located in Nashville, Tennessee, from February 2013 until September 2015. Fisk University is renowned for its leadership role and history in the education of African-American students. Dr. Williams previously served for more than twenty years as a professor or dean at several universities across the country, including Dean of the Seidman College of Business at Grand Valley State University in Grand Rapids, Michigan, Dean of the School of Business at North Carolina Central University in Durham, and Dean of the School of Management at Delaware State University in Dover. Dr. Williams also practiced law, primarily in the areas of partnership and corporate tax, as well as contract law. Dr. Williams started his diverse career as an accountant with Ernst & Young where he worked in the audit division with companies in the banking, textiles, automotive and shipping industries.

Dr. Williams holds a bachelor’s degree in accounting from North Carolina Central University, a master’s degree in business administration from the University of Wisconsin, Madison, and a Ph.D. in accounting/finance from the University of Georgia. He holds a juris doctor and a master’s of law degree from Georgetown University Law Center in Washington, D.C. Dr. Williams serves on the advisory board of Fifth Third Bank of Tennessee, as a member of the Metropolitan Nashville Airport Authority’s Air Service Coalition, and also on the boards of several non-profit organizations.

“Dr. Williams brings a new and important perspective to the Community Health Systems’ Board of Directors,” said Wayne T. Smith, chairman and chief executive officer of Community Health Systems, Inc. “His diverse experience in finance, law and higher education will complement our existing board strengths and provide additional insights. We are very pleased to add another independent director to the Board as we continue to ensure strong governance of our organization and work to deliver value to our shareholders and quality healthcare to the communities we serve.”

As of December 9, 2015, the Company’s board members are: W. Larry Cash, John A. Clerico, James S. Ely III, John A. Fry, W. Norris Jennings, M.D., Julia B. North, Wayne T. Smith, H. Mitchell Watson, Jr. and H. James Williams, Ph.D.

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. Through its subsidiaries, the Company currently owns, leases or operates 198 affiliated hospitals in 29 states with an aggregate of approximately 30,000 licensed beds. The Company has announced plans for a spin-off transaction to create a new, publicly- traded company, Quorum Health Corporation, with 38 affiliated hospitals and related outpatient services in 16 states, together with Quorum Health Resources, LLC, a subsidiary providing management and consulting services to non-affiliated hospitals. The transaction is expected to close during the first quarter of 2016. 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.

 

-MORE-

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Community Health Systems, Inc. Appoints New Independent Director

Page 2

December 9, 2015

 

Forward-Looking Statements

Statements contained in this news release regarding expected operating results, acquisition transactions or divestitures 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 Contact:		W. Larry Cash
		President of Financial Services     and Chief Financial Officer (615) 465-7000
Media Contact:		Tomi Galin
		Senior Vice President, Corporate Communications,     Marketing and Public Affairs (615) 628-6607

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