Form 8-K

 

 

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 12, 2019 (December 11, 2019)

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   CYH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02

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

Retirement of Thomas J. Aaron as Executive Vice President and Chief Financial Officer of the Company

On December 12, 2019, Community Health Systems, Inc. (the “Company”) issued a press release announcing that Thomas J. Aaron, Executive Vice President and Chief Financial Officer, will retire as an officer of the Company effective December 31, 2019. Mr. Aaron informed the Company’s Board of Directors of his retirement on December 11, 2019. It is anticipated that, upon his retirement, Mr. Aaron will enter into a consulting agreement with the Company, pursuant to which he will advise the Company’s management team on its margin improvement programs. 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 Kevin J. Hammons as Chief Financial Officer of the Company

In conjunction with Mr. Aaron’s retirement, the Company intends to appoint Kevin J. Hammons as Chief Financial Officer of the Company effective January 1, 2020.

Mr. Hammons, age 54, currently serves as Senior Vice President, Assistant Chief Financial Officer and Treasurer of the Company. He is responsible for overseeing accounting and financial reporting, SEC reporting, budgeting, design and implementation of financial systems and processes, capital market transactions, corporate finance and treasury management functions, and the Company’s divestiture program. Mr. Hammons joined the Company in 1997, and, in 2002, he was promoted to Assistant Vice President (later Vice President), Financial Reporting. In 2012, he was promoted to Vice President (later Senior Vice President) and Chief Accounting Officer. In 2017, Mr. Hammons was named Assistant Chief Financial Officer, and in 2018, he was also named Treasurer. Prior to joining the Company, Mr. Hammons served in various positions in the Assurance and Advisory Services practice at Ernst & Young LLP from 1988 until 1997, serving both public and privately-held companies. Mr. Hammons holds a bachelor of arts degree from Malone University in Canton, Ohio, and serves as a member of its Board of Trustees. He is also a Certified Public Accountant.

Mr. Hammons is not a party to any material plan, contract or arrangement with the Company entered into in connection with his upcoming appointment, and Mr. Hammons’ compensation as Chief Financial Officer has not yet been determined.

A copy of the press release related to Mr. Hammons’ 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 exhibit is incorporated herein by reference:

 

Exhibit No.   

Description

99.1    Community Health Systems, Inc. Press Release dated December 12, 2019.


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 12, 2019     COMMUNITY HEALTH SYSTEMS, INC.
   

(Registrant)

    By:  

/s/ Wayne T. Smith

      Wayne T. Smith
      Chairman of the Board and Chief Executive Officer
      (principal executive officer)
EX-99.1

Exhibit 99.1

 

LOGO

COMMUNITY HEALTH SYSTEMS ANNOUNCES THAT CHIEF FINANCIAL OFFICER

THOMAS J. AARON WILL RETIRE AT END OF THE YEAR

ASSISTANT CHIEF FINANCIAL OFFICER KEVIN HAMMONS TO SUCCEED AARON

FRANKLIN, Tenn. (December 12, 2019) – Community Health Systems, Inc. (NYSE: CYH) announced today that Thomas J. Aaron, Executive Vice President and Chief Financial Officer, will retire from his executive management position on December 31, 2019. Aaron joined Community Health Systems in November 2016 as Senior Vice President of Finance and has served as the Company’s Chief Financial Officer since May 2017. Upon his retirement, Aaron is expected to enter into a two-year consulting agreement with the Company, under which he will advise the Company’s management team on its margin improvement programs. In addition, Aaron has recently joined the board of directors of a publicly traded company.

Kevin Hammons, who currently serves as Senior Vice President, Assistant Chief Financial Officer and Treasurer, will be appointed Executive Vice President and Chief Financial Officer immediately following Aaron’s retirement, effective January 1, 2020. Hammons joined Community Health Systems in 1997 and has held numerous financial leadership roles during his more than 20-year tenure, including overseeing accounting and financial reporting, SEC reporting, budgeting, design and implementation of financial systems and processes, capital market transactions, corporate finance and treasury management functions, and the Company’s divestiture program. Hammons was appointed Assistant Chief Financial Officer in 2017 and has served as the Company’s Treasurer since 2018. He has also previously served as the Company’s Chief Accounting Officer. Prior to joining Community Health Systems, Hammons served for ten years in various positions in the Assurance and Advisory Services practice at Ernst & Young, serving both public and privately held companies. Hammons holds a bachelor of arts degree from Malone University, where he also serves as a member of its Board of Trustees. He is a Certified Public Accountant.

Commenting on the announcement, Wayne T. Smith, chairman and chief executive officer of Community Health Systems, Inc., said, “When Tom Aaron joined Community Health Systems, we were in the midst of a transitional period with numerous strategic initiatives underway, and Tom has been instrumental in advancing this work, including significant accomplishments in refinancing Company debt to provide the Company with more flexibility and opportunities to advance in our markets. Tom also played a major role in our divestiture program to create a stronger portfolio of markets and has led internal optimization efforts to improve margins, increase efficiencies, and enhance the value of the organization. Our Board of Directors and management team are deeply grateful for Tom’s meaningful contributions and look forward to working with him in his new role as a strategic consultant to the Company.”

Smith added, “Kevin Hammons is uniquely and highly qualified to assume the role of Chief Financial Officer based on his more than 20 years of financial leadership roles and responsibilities at Community Health Systems. I am confident Kevin will continue to lead and execute strategies that improve the Company’s financial performance and help position Community Health Systems for future success. Kevin is supported by a very tenured and committed finance team. He is also highly regarded by our Board and executive management group. We are confident this will be a smooth and seamless leadership transition for our organization.”

 

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CYH Announces that Chief Financial Officer Thomas J. Aaron Will Retire at End of the Year

Page 2

December 12, 2019

 

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 102 affiliated hospitals in 18 states with an aggregate of approximately 17,000 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 potential transactions, 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:

Thomas J. Aaron, 615-465-7000

Executive Vice President and Chief Financial Officer

or

  

Media Contact:

Tomi Galin, 615-628-6607

Senior Vice President, Corporate

Communications, Marketing and Public Affairs

Ross W. Comeaux, 615-465-7012

Vice President – Investor Relations

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