Nevada
|
1-11151
|
76-0364866
|
||
(State or other jurisdiction of
incorporation or
organization)
|
(Commission File
Number)
|
(I.R.S. Employer
Identification No.)
|
1300 West Sam Houston Parkway South, Suite
300, Houston, Texas
|
77042 | |
(Address of Principal Executive Offices)
|
(Zip Code)
|
☐
|
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))
|
|
Emerging growth company ☐ |
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
·
|
Objective Long-Term Incentive Plan for Senior Management for 2019
|
·
|
Discretionary Long-Term Incentive Plan for Senior Management for 2019
|
·
|
Objective Cash/RSA Bonus Plan for Senior Management for 2019
|
·
|
Discretionary Cash/RSA Bonus Plan for Senior Management for 2019
|
ITEM 9.01
|
FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibits
|
Description of Exhibits |
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2019, effective March 4, 2019.
|
|
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2019, effective March 4, 2019.
|
|
U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2019, effective March 4, 2019.
|
|
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2019, effective March 4, 2019.
|
Dated: March 8, 2019 |
By:
|
/s/ LAWRANCE W. MCAFEE |
|
Lawrance W. McAfee
|
|
|
Chief Financial Officer
|
|
|
(duly authorized officer and principal financial
and
accounting officer)
|
Performance Goals
2019
Pre-tax Income
|
Objective
Amount of Maximum Shares
That May Be Awarded
|
|||||
|
||||||
$
|
46,455,052
|
30.0
|
%
|
|||
$
|
46,687,328
|
34.0
|
%
|
|||
$
|
46,920,765
|
38.0
|
%
|
|||
$
|
47,155,369
|
42.0
|
%
|
|||
$
|
47,391,146
|
46.0
|
%
|
|||
$
|
47,628,102
|
50.0
|
%
|
|||
$
|
47,866,242
|
56.0
|
%
|
|||
$
|
48,105,574
|
62.0
|
%
|
|||
$
|
48,346,101
|
68.0
|
%
|
|||
$
|
48,587,832
|
76.0
|
%
|
|||
$
|
48,830,771
|
84.0
|
%
|
|||
$
|
49,074,925
|
92.0
|
%
|
|||
$
|
49,320,300 and over |
100.0
|
%
|
|
1. |
Corporate Leadership
|
|
2. |
Cost Control
|
|
3. |
Briotix Development
|
|
4. |
Same Store Growth/ Visit Growth
|
|
5. |
Compliance
|
|
6. |
Acquisitions
|
|
1. |
Succession and Transition
|
|
2. |
Completion of 2019 Priority IT Projects
|
|
3. |
Acquisition integration and financial reporting
|
|
4. |
CBO efficiency and cost control
|
|
5. |
Customer Service to our partners
|
|
6. |
Successful Audit Completion
|
|
1. |
B
riotix success, integration and forward progress
|
|
2. |
Cost Control at the clinic level and margin stability at Briotix
|
|
3. |
Succession Plan – Operations regional bench development
|
|
4. |
Compliance
|
|
5. |
Same Store Growth/ Visit Growth
|
|
6. |
Development
|
|
1. |
Contract and Relationship Development with emphasis on the IRG transition from West to East
|
|
2. |
Cost Control
|
|
3. |
Compliance
|
|
4. |
Development of East Team
|
|
5. |
Same Store Growth/ Visit Growth
|
|
6. |
Development
|
2019
Pre-tax income
|
Potential Bonus Value
(Compared to Base)
|
|||||
$
|
46,455,052
|
15.0
|
%
|
|||
$
|
46,687,328
|
17.0
|
%
|
|||
$
|
46,920,765
|
19.0
|
%
|
|||
$
|
47,155,369
|
21.0
|
%
|
|||
$
|
47,391,146
|
23.0
|
%
|
|||
$
|
47,628,102
|
25.0
|
%
|
|||
$
|
47,866,242
|
28.0
|
%
|
|||
$
|
48,105,574
|
31.0
|
%
|
|||
$
|
48,346,101
|
34.0
|
%
|
|||
$
|
48,587,832
|
38.0
|
%
|
|||
$
|
48,830,771
|
42.0
|
%
|
|||
$
|
49,074,925
|
46.0
|
%
|
|||
$
|
49,320,300
|
50.0
|
%
|
|||
$
|
49,566,901
|
54.0
|
%
|
|||
$
|
49,814,736
|
58.0
|
%
|
|||
$
|
50,063,809
|
62.0
|
%
|
|||
$
|
50,314,128
|
66.0
|
%
|
|||
$
|
50,565,699
|
70.0
|
%
|
|||
$
|
50,818,527 or more |
75.0
|
%
|
|
1. |
Corporate Leadership
|
|
2. |
Cost Control
|
|
3. |
Briotix Development
|
|
4. |
Same Store Growth/ Visit Growth
|
|
5. |
Compliance
|
|
6. |
Acquisitions
|
|
1. |
Succession and Transition
|
|
2. |
Completion of 2019 Priority IT Projects
|
|
3. |
Acquisition integration and financial reporting
|
|
4. |
CBO efficiency and cost control
|
|
5. |
Customer Service to our partners
|
|
6. |
Successful Audit Completion
|
|
1. |
B
riotix success, integration and forward progress
|
|
2. |
Cost Control at the clinic level and margin stability at Briotix
|
|
3. |
Succession Plan – Operations regional bench development
|
|
4. |
Compliance
|
|
5. |
Same Store Growth/ Visit Growth
|
|
6. |
Development
|
|
1. |
Contract and Relationship Development with emphasis on the IRG transition from West to East
|
|
2. |
Cost Control
|
|
3. |
Compliance
|
|
4. |
Development of East Team
|
|
5. |
Same Store Growth/ Visit Growth
|
|
6. |
Development
|