8-K
false 0001520697 0001520697 2022-06-28 2022-06-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 29, 2022 (June 28, 2022)

 

 

Acadia Healthcare Company, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-35331   45-2492228

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6100 Tower Circle, Suite 1000

Franklin, Tennessee

  37067
(Address of Principal Executive Offices)   (Zip Code)

(615) 861-6000

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(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):

 

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

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   ACHC   NASDAQ Global Select Market

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

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 Arrangement of Certain Officers.

Effective June 28, 2022, the Board of Directors (the “Board”) of Acadia Healthcare Company, Inc. (the “Company”) increased the number of Class II directors serving on the Board from three to four and elected R. David Kelly to fill the vacancy created by the increase in the number of Class II directors. The term of office of Class II directors expires at the Company’s annual meeting of stockholders in 2025. The Board has not named Mr. Kelly to any committees of the Board.    

Since 2011, Mr. Kelly has served as the founder and managing partner of StraightLine Realty Partners, an alternative investment platform based in Dallas, Texas. Mr. Kelly also serves as founder, chairman, and Chief Executive Officer of Croesus and Company, and as managing director and co-founder of Serra Real Estate Capital, LLC. He previously served as a founding partner of Carleton Residential Properties from 1996 to 2011.

Mr. Kelly will receive compensation for his service to the Company in accordance with the Company’s existing compensation plan for non-employee directors. Information with respect to the director compensation plan is set forth in the definitive proxy statement for the Company’s 2022 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 8, 2022.

A copy of the press release announcing Mr. Kelly’s election to the Board is filed as Exhibit 99 to this report.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits

 

Exhibit
No.

  

Description

 99    Press Release of Acadia Healthcare Company, Inc., dated June 28, 2022
104    Cover page Interactive data file (embedded with in the inline XBRL document)


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.

 

    ACADIA HEALTHCARE COMPANY, INC.
Date: June 29, 2022     By:  

/s/ Christopher L. Howard

      Christopher L. Howard
      Executive Vice President, Secretary and General Counsel
EX-99

Exhibit 99

Acadia Healthcare Names R. David Kelly to Board of Directors

Adds Financial Advisory and Real Estate Development Experience to Acadia Board

 

LOGO

FRANKLIN, Tenn.— Acadia Healthcare Company, Inc. (NASDAQ: ACHC) today announced that R. David Kelly has been appointed to serve as an independent director on the Company’s Board of Directors.

Kelly brings over 35 years of investment experience to Acadia, having served public companies and private partnerships in the financial advisory and real estate development sectors. He is the founder and managing partner of StraightLine Realty Partners, an alternative investment platform based in Dallas, Texas, with real estate, financial services and venture capital holdings. Prior to founding StraightLine Realty Partners, he was founder and partner of Carleton Residential Properties, where he created one of the largest residential developers and general contractors in the Southwest. He previously held investment positions with Trammell Crow Company, Goldman Sachs & Co., and Salomon Brothers.

From 2007 to 2017, Kelly served as a trustee and chairman of the $197B Teacher’s Retirement System of Texas. From 2001 to 2006, he was a gubernatorial appointee to the Texas Public Finance Authority and served as chairman from 2002 to 2006.

Kelly also serves as founder, chairman and chief executive officer of Croesus and Company, managing director and co-founder of Serra Real Estate Capital, LLC, lead director of TCW Direct Lending, lead director of Invesco’s INREIT real estate platform and at-large director of Ashton Woods Homes.

Kelly actively contributes to organizations that support education and children’s health. He serves Children’s Health, the leading pediatric health care system in North Texas, as director of the Children’s Medical Center Plano Governing Board and member of the Children’s Health Investment and Finance committees. He also serves on the Advisory Board of Sponsors for Educational Opportunity.


Kelly graduated as a John Harvard Scholar in Economics from Harvard University and completed a Master of Business Administration at Stanford University Graduate School of Business.

“We are delighted to welcome David Kelly to our Board of Directors as an independent director,” said Reeve B. Waud, Chairman of the Board of Acadia Healthcare. “His extensive experience in financial advisory and real estate development will be invaluable as we continue to extend our market reach through strategic investments in both current and new facilities across the country. His impressive history in government service and philanthropic support of children’s health and education programs aligns well with our corporate culture. We are confident he will make a meaningful contribution to the work of the Acadia Board of Directors, and we look forward to his insight as we continue to execute our growth strategy.”

“It is a privilege and honor to join the Acadia Board of Directors,” added Kelly. “Acadia plays an important role in addressing the critical societal need for behavioral healthcare services. I look forward to working with the leadership team and other board members as we advance Acadia’s mission.”

About Acadia Healthcare Company, Inc.

Acadia is a leading provider of behavioral healthcare services across the United States. As of March 31, 2022, Acadia operated a network of 238 behavioral healthcare facilities with approximately 10,600 beds in 40 states and Puerto Rico. With more than 22,500 employees serving approximately 70,000 patients daily, Acadia is the largest stand-alone behavioral health company in the U.S. Acadia provides behavioral healthcare services to its patients in a variety of settings, including inpatient psychiatric hospitals, specialty treatment facilities, residential treatment centers and outpatient clinics.

Contacts

Gretchen Hommrich

Vice President, Investor Relations

(615) 861-6000