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): March 23, 2012 (March 19, 2012)
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35331 | 46-2492228 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
830 Crescent Centre Drive, Suite 610, Franklin, Tennessee 37067
(Address of Principal Executive Offices)
(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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Cash Bonus Plans for 2012
On March 19, 2012, the Board of Directors of Acadia Healthcare Company, Inc. (the “Company”) approved cash bonus plans for the named executive officers of the Company for the 2012 fiscal year establishing the performance criteria and related weight of components of the bonus plans as required by the employment agreements of each executive officer. A description of the cash bonus plans is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Long-Term Incentive Plan
On March 19, 2012, the Board of Directors also adopted the 2012 Long-Term Incentive Plan (the “2012 Plan”) providing for equity awards to executive officers and other key employees. A description of the 2012 Plan is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Nonmanagement Director Compensation
On March 19, 2012, the Board of Directors approved a compensation program for nonmanagement directors. The program is effective November 1, 2011 and provides for cash and equity compensation to nonmanagement directors. A description of the compensation program is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Stock Ownership Guidelines for Nonmanagement Directors
On March 19, 2012, the Board of Directors approved stock ownership guidelines for nonmanagement directors. The guidelines are effective March 19, 2012 and allow a transition period for nonmanagement directors to achieve the ownership requirement. A description of the guidelines is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Summary of Acadia Healthcare Company, Inc. 2012 Cash Bonus Plans | |
| 10.2 | Summary of Acadia Healthcare Company, Inc. 2012 Long-Term Incentive Plan | |
| 10.3 | Nonmanagement Director Compensation Program | |
| 10.4 | Stock Ownership Guidelines for Nonmanagement Directors | |
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: March 23, 2012 | By: | /s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Summary of Acadia Healthcare Company, Inc. 2012 Cash Bonus Plans | |
| 10.2 | Summary of Acadia Healthcare Company, Inc. 2012 Long-Term Incentive Plan | |
| 10.3 | Nonmanagement Director Compensation Program | |
| 10.4 | Stock Ownership Guidelines for Nonmanagement Directors | |
Exhibit 10.1
2012 Cash Bonus Plans
The Board of Directors of Acadia Healthcare Company, Inc. (the “Company”) approved a bonus plan for each named executive officer of the Company to be effective for the 2012 fiscal year. Pursuant to the 2012 bonus plans, Joey A. Jacobs, Trey Carter, Ronald M. Fincher, Brent Turner, Jack E. Polson and Christopher L. Howard may be awarded cash bonuses based upon the Company’s attainment of certain performance targets during 2012. The bonus plans provide that the bonus of each executive officer for 2012 will be based 60% upon targets related to the comparison of the Company’s actual income from continuing operations before interest expense (net of interest income), income taxes, depreciation and amortization (“Adjusted EBITDA”) to budgeted Adjusted EBITDA for 2012; 20% upon targets related to adjusted earnings per share for 2012; and 20% in the discretion of the Board (or the Compensation Committee) based upon other criteria selected by the Company’s Compensation Committee. The target bonus award that Mr. Jacobs can receive is 100% of base salary and the target bonus awards that the other executive officers can receive is 66.7% of base salary. The maximum bonus award that Mr. Jacobs can receive is 200% of base salary and the maximum bonus awards that the other executive officers can receive is 133.3% of base salary.
Following the end of the 2012 fiscal year, the Compensation Committee will determine whether and the extent to which the applicable 2012 performance targets discussed above were met. The Compensation Committee will then award each named executive officer a cash bonus based on the achievement of the applicable performance targets. No payments will be made for performance below specified threshold levels. Payments for performance between the minimum threshold and the level required to receive the maximum bonus award will be determined based on a formula. The named executive officers must be actively employed by the Company at the time the bonuses are paid in order to be eligible to receive a cash bonus. The awarding of cash bonuses is subject to the discretion of the Compensation Committee (and the Board).
Exhibit 10.2
2012 Long-Term Incentive Plan
The Board of Directors of Acadia Healthcare Company, Inc. (the “Company”) approved the 2012 Long-Term Incentive Plan providing for equity awards in the form of stock options, restricted stock and restricted stock units (“RSUs”) to executive officers and other key employees for the 2012 fiscal year. Pursuant to the 2012 Plan, the executive officers received the following equity grants effective March 19, 2012:
| Executive |
Performance Vesting RSUs |
Time Vesting Restricted Stock |
Time Vesting Stock Options |
|||||||||
| Joey A. Jacobs |
23,271 | 23,271 | 73,254 | |||||||||
| Trey Carter |
8,214 | 8,214 | 25,858 | |||||||||
| Brent Turner |
9,643 | 9,643 | 30,355 | |||||||||
| Ronald M. Fincher |
9,643 | 9,643 | 30,355 | |||||||||
| Jack E. Polson |
9,643 | 9,643 | 30,355 | |||||||||
| Christopher L. Howard |
8,214 | 8,214 | 25,858 | |||||||||
| Total |
68,628 | 68,628 | 216,036 | |||||||||
The time vesting stock options listed above are exercisable at $15.96 per share, the closing price of the Company’s common stock on the date of grant, have a term of 10 years and vest 25% per year on the four successive anniversary dates of the date of grant.
The time vesting restricted stock listed above vests 25% per year on the four successive anniversary dates of the date of grant.
The performance vesting RSUs listed above vest in three annual installments on March 19, 2013, March 19, 2014 and March 19, 2015 upon the achievement of specified performance targets related to the Company’s adjusted earnings per share (“EPS”) for 2012, 2013 and 2014, respectively. The exact number of RSUs that will vest ranges from 0 to 200% of the target number of shares set forth in the table above in accordance with a formula based on the Company’s EPS. None of the performance vesting RSUs will vest for performance below specified threshold levels.
Following the end of the each fiscal year, the Compensation Committee (or the Board) will determine whether and the extent to which the EPS targets were met and the RSUs will vest as described above or be forfeited. The named executive officers must be actively employed by the Company at the time the restricted stock and RSUs vest in order for the restricted stock and RSUs to vest.
Exhibit 10.3
Nonmanagement Director Compensation
Purpose: The purpose of the compensation program for nonmanagement directors of Acadia Healthcare Company, Inc. (the “Company”) is to align the interests of nonmanagement directors with the long-term interests of stockholders and to adequately compensate nonmanagement directors to ensure that the Company retains highly qualified directors.
Annual Cash Retainer for Directors: Nonmanagement directors shall be paid an annual cash retainer of $50,000.
Annual Cash Retainer for Audit Committee Members: The chair of the Audit Committee shall be paid an annual cash retainer of $15,000. Other members of the Audit Committee shall be paid an annual cash retainer of $10,000.
Annual Cash Retainer for Compensation Committee Members: The chair of the Compensation Committee shall be paid an annual cash retainer of $12,500. Other members of the Compensation Committee shall be paid an annual cash retainer of $7,500.
Annual Cash Retainer for Nominating and Corporate Governance Committee Members: If the Board of Directors determines to form a Nominating and Corporate Governance Committee, the chair of the Nominating and Corporate Governance Committee shall be paid an annual cash retainer of $10,000. Other members of the Nominating and Corporate Governance Committee shall be paid an annual cash retainer of $7,500.
Annual Cash Retainer for Lead Director: If the Board of Directors of Acadia determines to appoint a lead director, such lead director shall be paid an annual cash retainer of $65,000.
Payment of Annual Cash Retainers: All annual retainers shall be paid on the day of the Company’s Annual Meeting of Stockholders (the “Annual Meeting Date”). In the event a nonmanagement director is initially appointed to the Board and/or a committee of the Board on a date other than an Annual Meeting Date, such newly appointed director or committee member shall be paid a pro rata portion of the applicable annual cash retainer at the quarterly Board meeting next following such appointment.
Initial Grant of Restricted Shares: On the date of the quarterly Board meeting next following a nonmanagement director’s initial appointment to the Board of Directors, such newly appointed nonmanagement director shall receive an initial grant of restricted shares having a value equal to $100,000. The value of the restricted shares shall be based on the closing trading price of the Company’s common stock on the trading day immediately preceding the quarterly board meeting.
Annual Grant of Restricted Shares: On each Annual Meeting Date, each nonmanagement director shall receive an annual grant of restricted shares having a value equal to $80,000. The value of the restricted shares shall be based on the closing trading price of the Company’s common stock on the trading day immediately preceding the Annual Meeting Date.
Vesting of Restricted Shares: All restricted shares issued to nonmanagement directors shall vest over three years with such shares to vest 33 1/3% per year on the three successive anniversary dates of the grant of restricted stock beginning on the first anniversary of the grant date.
Effective Date of Compensation Program: November 1, 2011
Exhibit 10.4
Stock Ownership Guidelines for Nonmanagement Directors
Purpose: The purpose of the Stock Ownership Guidelines for Nonmanagement Directors is to align the interests of nonmanagement directors with the long-term interests of stockholders and further promote the commitment of Acadia Healthcare Company, Inc. (the “Company”) to sound corporate governance.
Ownership Requirement: Effective January 1, 2017, each nonmanagement director will be expected to hold an investment position in the Company’s common stock equal in value to five times the annual cash retainer (exclusive of any Board committee retainers) paid to nonmanagement directors.
Measurement: Compliance with these ownership guidelines will be measured on the first trading day of each calendar year commencing in 2017, using the annual director retainer then in effect, and the closing price of the Company’s common stock on that day.
Transition Period: There will be a transition period of five years for nonmanagement directors to achieve the ownership requirement; however, notwithstanding the foregoing, each nonmanagement director is expected to hold 5,000 shares within the first year of joining the Board or transitioning from a management director to a nonmanagement director. If at any time the annual retainer increases, the nonmanagement director will have two years from the time of such increase to acquire any additional shares needed to meet these guidelines. Nonmanagement directors will be expected to make steady progress toward meeting the guidelines throughout the five-year transition period.
Holdings Considered: Shares, including restricted shares, owned individually, owned jointly with a spouse or owned separately by a spouse and/or children that share the director’s household will be considered when measuring stock ownership.
Effective Date of Policy: March 19, 2012