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): July 23, 2009

The Ensign Group, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   001-33757   33-0861263
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
27101 Puerta Real, Suite 450, Mission Viejo, CA
  92691
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (949) 487-9500
 
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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 July 23, 2009, Mr. Van R. Johnson was appointed as a member of the board of directors of The Ensign Group, Inc. (the “Company”) as a Class II Director with a term expiring at the 2012 annual meeting of shareholders. Mr. Johnson will serve as a member of the Quality Assurance and Compliance Committee of the board of directors.

Mr. Johnson is a 38-year veteran of the healthcare industry, who retired in 2004. Mr. Johnson served as a member of the board of directors of VISICU, Inc., a publicly-traded healthcare information technology company, from August 2007 until February 2008 when VISICU was acquired by Philips Holding USA Inc., a subsidiary of Koninklijke Philips Electronics. Prior to his retirement in 2004, Mr. Johnson served for 11 years as the President and Chief Executive Officer and 12 years as a Regional Executive of Sutter Health, a non-profit hospital system with hospitals, skilled nursing facilities and other healthcare operations in California and Hawaii. Mr. Johnson also served for 13 years in various positions at Intermountain Healthcare based in Salt Lake City, Utah. Mr. Johnson earned a bachelor’s degree at Brigham Young University and a Masters in Healthcare Administration from the University of Minnesota.

Mr. Johnson will be eligible to receive awards pursuant to the Company’s 2007 Omnibus Incentive Plan. In conjunction with his appointment to the board of directors, Mr. Johnson received 1,000 shares of common stock of the Company and entered into the standard indemnification agreement for directors.

A copy of the press release issued by the Company on July 24, 2009 regarding Mr. Johnson’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On July 23, 2009 the Company’s board of directors adopted an amendment (the “Amendment”) to the Company’s 2007 Omnibus Incentive Plan, amending the equity compensation program for the Company’s non-employee directors to phase out a program of automatic non-qualified stock option grants and phase in a program providing for automatic quarterly stock awards to non-employee directors for their service on the Company’s board of directors. A copy of the Amendment is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     
Exhibit No.   Description
99.1
  Press Release of the Company dated July 24, 2009
 
   
99.2
  Amendment to 2007 Omnibus Incentive Plan dated July 23, 2009

 

 

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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.

         
Dated: July 28, 2009   THE ENSIGN GROUP, INC.
 
       
 
  By:   /s/ Alan J. Norman
 
       
 
      Alan J. Norman
Chief Financial Officer

 

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EXHIBIT INDEX

     
Exhibit No.   Description
99.1
  Press Release of the Company dated July 24, 2009
 
   
99.2
  Amendment to 2007 Omnibus Incentive Plan dated July 23, 2009

 

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Exhibit 99.1

(ENSIGN GROUP LOGO)

The Ensign Group Announces Appointment of Healthcare Industry Leader to Board of Directors

MISSION VIEJO, California – July 24, 2009 – The Ensign Group, Inc. (NASDAQ: ENSG), the parent company of the Ensign™ group of skilled nursing, rehabilitative care services and assisted living companies, today announced the appointment of Van R. Johnson to the Company’s board of directors.

Mr. Johnson has served for more than 38 years in leadership capacities with two of the United States’ leading healthcare providers. He most recently served for 25 years at Sutter Health, a non-profit health system with hospitals, skilled nursing facilities and other healthcare operations in California and Hawaii, where he was president and CEO. He also served for 13 years with Intermountain Healthcare based in Salt Lake City, Utah in various roles. During his term as president and CEO of Sutter Health, Mr. Johnson presided over the dramatic expansion of its health system, and helped establish Sutter as an industry leader.

Mr. Johnson also served as a member of the board of directors of VISICU, Inc., a publicly-traded healthcare information technology company, from August 2007 until February 2008 when VISICU was acquired by Philips Holding USA Inc., a subsidiary of Koninklijke Philips Electronics.

“Van’s experience and leadership in the healthcare industry will be tremendous assets as Ensign expands and continues its mission of improving the quality of long-term care in the communities it serves,” said Roy Christensen, the Chairman of Ensign’s board of directors.

“I’m thrilled by the opportunity to join an organization that’s dedicated to bringing a higher standard to the long-term care industry, and look forward to serving alongside Ensign’s outstanding leadership team,” Mr. Johnson said. Mr. Johnson’s term runs until the company’s annual stockholder meeting in 2012.

About The Ensign Group, Inc.

The Ensign Group, Inc.’s independent operating subsidiaries provide a broad spectrum of skilled nursing and assisted living services, physical, occupational and speech therapies, and other rehabilitative and healthcare services for both long-term residents and short-stay rehabilitation patients at 70 facilities in California, Arizona, Texas, Washington, Utah, Idaho and Colorado. More information about Ensign is available at http://www.ensigngroup.net.

Contact Information

Robert East, Westwicke Partners LLC, (443) 213-0500, bob.east@westwickepartners.com , or Gregory Stapley, The Ensign Group, Inc., (949) 487-9500, ir@ensigngroup.net

SOURCE: The Ensign Group, Inc.

 

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Exhibit 99.2

AMENDMENT TO
THE ENSIGN GROUP, INC.
2007 OMNIBUS INCENTIVE PLAN

Adopted & Effective July 23, 2009

I. Recitals

This Amendment is adopted by the Board pursuant to Section 7(a) of The Ensign Group, Inc. 2007 Omnibus Incentive Plan (the “ Plan ”).

II. Purpose

The purpose of this Amendment is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining independent directors capable of assuring the future success of the Company, to offer such persons incentives to continue in the Company’s service and to afford such persons an opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company.

III. Definitions

All capitalized terms used in this Amendment and not defined below shall have the meanings given them in the Plan. The following terms shall have the meanings set forth below:

A. “ Amendment ” shall mean this Amendment to the Plan.

B. “ Automatic Stock Grant Program ” shall mean the Directors’ Automatic Stock Grant Program described in Section 6(j) of the Plan, as amended by this Amendment.

IV. Amendments

A. Amendment of Section 3(a). The final sentence of Section 3(a) of the Plan is hereby amended to read as follows:

“The administration of the Automatic Stock Grant Program, however, shall be self-executing in accordance with the terms of that program so that neither the Board nor any Committee shall exercise any discretionary functions with respect to any Awards made under that program.”

B. Amendment of Section 6(i). Section 6(i) of the Plan is hereby amended by adding the following Subsection (vi) as follows:

“(vi) Notwithstanding any other provision of the Plan or this Section 6(i), on and after the date of this Amendment no Non-Employee Director shall receive, be eligible or be entitled to receive Awards under this Section 6(i) and this Section 6(i) shall no longer be self-executing or operative, except to the limited extent necessary to govern the terms and conditions of outstanding Non-Qualified Option Awards previously granted under the Automatic Option Grant Program or subject to the terms thereof.”

 

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C. Addition of Section 6(j). Section 6 of the Plan is hereby amended by adding the following subsection 6(j) as follows:

“(j) Directors’ Automatic Stock Grant Program.

1. Transitional Quarterly Restricted Stock Awards . Each Non-Employee Director serving as a duly elected or appointed Class I Director on the first day of the third fiscal quarter of the 2009 fiscal year, shall receive 667 Shares for each fiscal quarter of service beginning with the third fiscal quarter of 2009 and ending with the earlier of (i) the second fiscal quarter of the 2011 fiscal year or (ii) the cessation of such board member’s service on the board for any reason. There were no Non-Employee Directors serving as Class II Directors on the first day of the third fiscal quarter of the 2009 fiscal year, thus no transitional Awards shall be made to Non-Employee Directors serving as Class II Directors. Each Non-Employee Director serving as a duly elected or appointed Class III Director on the first day of the third fiscal quarter of the 2009 fiscal year, shall receive 667 Shares for each fiscal quarter of service beginning with the third fiscal quarter of 2009 and ending with the earlier of (i) the second fiscal quarter of the 2010 fiscal year or (ii) the cessation of such board member’s service on the board for any reason. Shares granted pursuant to this subsection shall be fully vested on the date granted and the Non-Employee Director shall not be required to pay any amount to the Company for such Shares. Non-Employee Directors must be serving as a member of the Board on the first day of the fiscal quarter in question to be eligible to receive a transitional Award under this subsection. If a Non-Employee Director ceases to serve as a member of the Board for any reason, such Non-Employee Director shall no longer be eligible or entitled to receive any transitional Award contemplated by this subsection.

2. Automatic Quarterly Restricted Stock Awards . Beginning with the third fiscal quarter of the 2011 fiscal year, each Non-Employee Director serving as a duly elected or appointed Class I Director on the first day of the each fiscal quarter, shall receive 1,000 Shares for each fiscal quarter of service. Beginning with the third fiscal quarter of the 2009 fiscal year, each Non-Employee Director serving as a duly elected or appointed Class II Director on the first day of the each fiscal quarter, shall receive 1,000 Shares for each fiscal quarter of service. Beginning with the third fiscal quarter of the 2010 fiscal year, each Non-Employee Director serving as a duly elected or appointed Class III Director on the first day of the each fiscal quarter, shall receive 1,000 Shares for each fiscal quarter of service. Shares granted pursuant to the Automatic Stock Grant Program shall be fully vested on the date granted and the Non-Employee Director shall not be required to pay any amount to the Company for such Shares. There shall be no limit on the number of Shares any one Non-Employee Director may receive over his or her period of Board service pursuant to the Automatic Stock Grant Program, and Non-Employee Directors who have previously been employees of the Company (or any Affiliate) or who have received one or more Awards from the Company prior to becoming a Non-Employee Director shall nevertheless be eligible to receive Shares pursuant to the Automatic Stock Grant Program over their period of continued Board service. Non-Employee Directors must be serving as a member of the Board on the first day of the fiscal quarter in question to be eligible to receive an Award under this subsection. If a Non-Employee Director ceases to serve as a member of the Board for any reason, such Non-Employee Director shall no longer be eligible or entitled to receive any Awards contemplated by this subsection.

3. Timing of Awards . Except for Awards pertaining to the fiscal quarter in which this Amendment is adopted, which shall be granted on the date of this Amendment, Awards made pursuant to the Automatic Stock Grant Program shall be granted on the fifteenth (15 th ) day of the first month of the fiscal quarter for which the Non-Employee Director qualifies for such Award, provided that such day is not a Saturday, Sunday or holiday observed by The NASDAQ Stock Market. In the event that the fifteenth (15 th ) day of the first month of the fiscal quarter is a Saturday, Sunday or holiday observed by The NASDAQ Stock Market, the Shares shall be issued on the next regular business and trading day following the fifteenth (15 th ) day of the first month of the fiscal quarter.

 

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