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): August 14, 2015

 

 

CIVITAS SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36623   65-1309110

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

313 Congress Street, 6 th Floor

Boston, Massachusetts 02210

(Address of principal executive offices, including zip code)

(617) 790-4800

(Registrant’s telephone number, including area code)

 

(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:

 

¨ 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.

On August 14, 2015, Edward M. Murphy informed the Board of Directors (the “Board”) of Civitas Solutions, Inc. (the “Company”) that he intends to retire from employment with the Company on December 31, 2015 (the “Retirement Date”). Mr. Murphy also notified the Board that he will not stand for re-election as a director at the Company’s 2016 annual meeting of stockholders.

On August 14, 2015, Gregory T. Torres tendered his resignation from the Board, which will be effective September 30, 2015.

On August 19, 2015, the Board approved an increase in the number of directors from nine to ten and appointed Gregory S. Roth as a Class II director, effective September 11, 2015, to fill the vacancy resulting from the increase in the size of the board and Mary Ann Tocio as a Class III director, effective October 1, 2015, to fill the vacancy resulting from Mr. Torres’ resignation. The Board has affirmatively determined that each of Mr. Roth and Ms. Tocio is an “independent director,” as such term is defined in the New York Stock Exchange Rules. Mr. Roth will serve on the Audit Committee of the Board (the “Audit Committee”) and Ms. Tocio will serve on the Quality and Risk Management Committee of the Board (the “Quality and Risk Management Committee”).

Mr. Roth and Ms. Tocio will each be entitled to an annual retainer of $75,000 during their terms of service on the Board. In addition, Mr. Roth will receive a $10,000 annual fee for serving on the Audit Committee and Ms. Tocio will receive a $7,500 annual fee for serving on the Quality and Risk Management Committee. Mr. Roth and Ms. Tocio will each also be eligible to receive equity awards under the Company’s compensation program for non-employee directors and will be entitled to enter into the Company’s standard indemnification agreement for directors.

Mr. Roth and Ms. Tocio were designated as nominees by NMH Investment, LLC (the “LLC”) and affiliates of Vestar Capital Partners pursuant to the Director Nominating Agreement, dated as of September 22, 2014, between the Company and the LLC. There are no relationships between either Mr. Roth or Ms. Tocio and the Company or its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the appointment of Mr. Roth and Ms. Tocio to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with his retirement, Mr. Murphy entered into a retirement agreement with the Company (the “Retirement Agreement”). Pursuant to the Retirement Agreement, provided that he executes a customary general release of claims against the Company, Mr. Murphy will receive severance benefits including (i) any earned but unpaid base salary, any earned but unpaid bonus for fiscal 2015 and accrued but unpaid vacation and reimbursable travel and work-related expenses through the Retirement Date; (ii) his base salary in effect as of the Retirement Date for a period of two years beginning on the Retirement Date; (iii) an additional amount equal to $2,000 per month for a period of two years beginning on the Retirement Date; and (iv) an amount equal to Mr. Murphy’s target annual bonus under the annual incentive plan of 100% of base salary in each of 2016 and 2017. In addition, provided Mr. Murphy remains employed with the Company through the Retirement Date, Mr. Murphy’s unvested Class H Units will remain outstanding following the Retirement Date and will continue to have the opportunity to vest, subject to the satisfaction of certain performance goals, pursuant to the agreement by which the Class H Units were granted. The Retirement Agreement confirms that Mr. Murphy may exercise any of his vested stock options within the 90 days following the end of his service on the Board. The Retirement Agreement also reaffirms Mr. Murphy’s agreements under his existing employment agreement not to disclose confidential information, not to solicit the Company’s employees or contractors and not to compete with the Company for a period of two years beginning on the Retirement Date.

A copy of the Retirement Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Retirement Agreement between the Company and Edward M. Murphy, dated as of August 19, 2015.
99.1    Press Release issued by Civitas Solutions, Inc. on August 20, 2015.


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.

 

      CIVITAS SOLUTIONS, INC.
     

/s/ Bruce F. Nardella

Date: August 20, 2015       Name: Bruce F. Nardella
      Title:   Chief Executive Officer and President

Exhibit 10.1

CIVITAS SOLUTIONS, INC.

August 19, 2015

Edward M. Murphy

 

  Re: Retirement Letter Agreement and Release

Dear Ned:

This letter agreement (this “ Letter Agreement ”) will confirm our understanding with regard to your retirement from Civitas Solutions, Inc. (the “ Company ”).

1. Retirement. Your last day of work with the Company and your retirement date will be December 31, 2015 (your “ Retirement Date ”). You will resign all of your positions at the Company and its affiliates as of your Retirement Date, including as the Executive Chairman of the Board of Directors of the Company (the “ Board ”), and you will execute such additional documents as requested by the Company to evidence the foregoing. Your Retirement Date will be the termination date of your employment for purposes of active participation in and coverage under all benefit plans and programs sponsored by or through the Company or its affiliates and will be a “Separation from Service” within the meaning of Treas. Reg. §409A-1(h). Notwithstanding the foregoing, you shall remain as a member of the Board and shall become the non-executive Chairman of the Board upon your Retirement Date, and shall be entitled to serve in that role through the end of your current term ending at the Company’s annual meeting of shareholders expected to be held in March, 2016, at which and following which you will not seek reelection and will not be further nominated to continue as a member of the Board. Prior to the Retirement Date, your employment shall continue to be governed in all respects by that certain Third Amended and Restated Employment Agreement by and between you and the Company dated September 17, 2014 (the “ Employment Agreement ”). In the event that you do not remain employed with the Company through the Retirement Date, the termination of your employment shall be governed exclusively by the Employment Agreement and not this Letter Agreement, and this Letter Agreement shall have no further force or effect.

2. Retirement Benefits. In consideration for your execution of a general release of claims as provided in paragraph 6 hereof, your continued compliance with your post-termination obligations under the Employment Agreement, and the other promises contained herein, following your Retirement Date, you will receive the severance benefits described in Section 6(b) of the Employment Agreement in accordance with all of the terms and conditions thereof. For purposes of clarity, you are a “Specified Employee” (as defined under Section 409A of the US Internal Revenue Code) and accordingly the severance benefits described in Section 6(b) of the Employment Agreement shall be delayed until July 1, 2016. Any severance benefits delayed as result will be paid to you in a lump sum on first regular payroll date following July 1, 2016 and thereafter the severance benefits will be paid in accordance with the terms and conditions of Section 6(b) of the Employment Agreement. Notwithstanding anything to the contrary in the Employment Agreement, following the date hereof you will not have Good Reason (as defined


in the Employment Agreement) to terminate your employment prior to the Retirement Date on account of any of the changes to your employment with the Company contemplated in this Letter Agreement.

3. LLC Cooperation. You will remain a member of NMH Investment, LLC (the “ LLC ”) and remain bound by the terms and conditions of the Amended and Restated Securityholders Agreement Dated as of September 16, 2014 among the LLC and Other Parties Thereto and the LLC’s Seventh Amended and Restated Limited Liability Company Agreement dated as of September 16, 2014 for so long as you remain a member. In connection with any future pro rata distribution of assets, including, without limitation, Company common stock, from the LLC to the members of the LLC, you, in your capacity as a member of the LLC, agree to cooperate and to execute such documents as may be reasonably requested by the LLC to facilitate the distribution, including, without limitation, a joinder agreement to the Registration Rights Agreement dated September 22, 2014 between the Company and the LLC (as may be amended from time to time, the “ Registration Rights Agreement ”), pursuant to which you will become a party to the Registration Rights Agreement and become subject to the rights and obligations thereunder.

4. LLC Equity Treatment. Provided that you remain employed with the Company through the Retirement Date, the LLC agrees that your Class H Units issued pursuant to that certain Management Unit Subscription Agreement dated as of September 14, 2012 and amended as of September 22, 2014 (the “ H Unit Agreement ”) shall remain outstanding following your Retirement Date and shall have the opportunity to become “Vested Units” upon the MOI Satisfaction Date (as defined in the H Unit Agreement), notwithstanding anything to the contrary in Section 2.5(a) of the H Unit Grant Agreement.

5. Stock Options. Provided that you remain employed with the Company through the Retirement Date, the Company agrees that, notwithstanding anything to the contrary in that certain Nonqualified Stock Option Agreement by and between you and the Company, dated as of September 16, 2014, (the “ Options ”) and issued pursuant to the Company’s 2014 Omnibus Incentive Plan (the “ Plan ”), your Retirement Date shall not constitute a “Termination” for purposes of the Options so long as you continue as a member of the Board following your Retirement Date. For the avoidance of doubt, the end of your service on the Board shall constitute a “Termination” for purposes of the Options, and you shall have ninety (90) days following such “Termination” to exercise any Options that are vested at such time.

6. No Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Letter Agreement, as provided under the terms of a Company employee benefit plan in which you participate or as otherwise required by applicable law, you will not receive any additional compensation, severance or other benefits of any kind following the Retirement Date.

7. Release. Any and all amounts payable and benefits or additional rights contemplated by paragraph 2 hereof will only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company in the form attached on Exhibit A hereto. Such release must be executed and delivered (and no longer subject to revocation, if applicable) by you within sixty (60) days following the Retirement Date.

 

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8. Restrictive Covenants; Survival. You hereby (a) reaffirm the rights and obligations under Sections 7 through 10 of the Employment Agreement, and (b) understand, acknowledge and agree that such rights and obligations will survive your retirement from the Company and remain in full force and effect in accordance with all of the terms and conditions thereof. While your obligations under Sections 7 through 10 of the Employment Agreement remain in force, you may request the written approval of the Board to serve as an officer, director, agent or employee of another business enterprise. Notwithstanding the restrictions set forth in Section 9 of the Employment Agreement, you may retain your current Company-issued cellphone and cellphone number, your current Company-issued Surface Pro, a copy of your contacts database and copies of diaries, calendars and personal papers related to your terms and conditions of employment, participation in employee benefits, expense reimbursements and tax reporting and filing, provided, however that all Confidential Information is removed from each such device prior to your Retirement Date.

9. Mutual Nondisparagement. You hereby agree not to make false, disparaging or defamatory statements in public or in private regarding the Company or its officers, directors, employees, shareholders, agents or products at any time following the Retirement Date. The Company hereby agrees that it will direct its executive officers and directors, while employed by the Company or serving as a director of the Company, not to make any false, disparaging or defamatory statements in public or in private about you or otherwise disparage you in any manner that is likely to be harmful to your business reputation. The foregoing will not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executive officers and directors will not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

10. Governing Law. This Letter Agreement will be governed by, and construed under and in accordance with, the internal laws of the Commonwealth of Massachusetts, without regard to the choice of law rules thereof.

11. Tax Matters. The Company may withhold from any and all amounts payable under this Letter Agreement such federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the parties is that payments and benefits contemplated under this Letter Agreement either comply with, or be exempt from, the requirements of Internal Revenue Code Section 409A. To the extent that the payments and benefits contemplated by this Letter Agreement are not exempt from the requirements of Internal Revenue Code Section 409A, this Letter Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A to the maximum extent possible, and shall be limited, construed and interpreted in accordance with such intent. You and the Company hereby agree that your retirement on the Retirement Date will constitute a “separation from service” within the meaning of Internal Revenue Code Section 409A.

 

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12. Entire Agreement. Except as otherwise expressly provided herein, this Letter Agreement and the exhibit attached hereto constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede any and all prior agreements or understandings between you and the Company with respect to the subject matter hereof, whether written or oral (including, without limitation, the Employment Agreement). This Letter Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, and their respective heirs, successors and assigns, provided that you may not assign your rights or obligations hereunder. This Letter Agreement may be amended or modified only by a written instrument executed by you and the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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If this Letter Agreement accurately reflects your understanding as to the terms and conditions of your retirement from the Company, please sign and date one copy of this Letter Agreement in the space provided below and return the same to me for the Company’s records.

 

Very truly yours,
CIVITAS SOLUTIONS, INC.

By:

 

/s/ Bruce F. Nardella

Name:

 

Bruce F. Nardella

Title:

 

Chief Executive Officer and President

 

NMH INVESTMENT, LLC

(with respect to Paragraphs 3 and 4 only)

By:  

/s/ James L. Elrod, Jr.

Name:  

James L. Elrod, Jr.

Title:  

President

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of my retirement from the Company, and I hereby confirm my agreement to the same.

 

Dated: August 19 , 2015

     

/s/ Edward M. Muprhy

      Edward M. Murphy

Retirement Letter Agreement Signature Page


EXHIBIT A

GENERAL RELEASE BY EDWARD M. MURPHY

I, Edward M. Murphy, in consideration of and subject to the performance by Civitas Solutions, Inc. (together with its subsidiaries, the “ Company ”), of its obligations under the Retirement Letter Agreement by and between the Company and me dated as of August 19, 2015 (the “ Agreement ”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates, subsidiaries and direct or indirect parent entities and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “ Released Parties ”) to the extent provided below (this “ General Release ”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under paragraph 2 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in paragraph 2 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive my retirement from the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act;

 

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or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or any other claim arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my retirement from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided , however , that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the severance or related benefits to which I am entitled under the Agreement (including without limitation the severance benefits described in Section 6(b) of the Third Amended and Restated Employment Agreement by and between the Company and me dated September 17, 2014), (ii) any right to vested benefits under any Company-sponsored employee benefit plan in which I participated during my employment; (iii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents, (iv) my rights as an equity holder of the Company or its affiliates, or (v) any claims which by law cannot be waived in a private agreement between employer and employee including, but not limited to, the right to file a charge with, cooperate with or participate in an investigation conducted or overseen by a governmental agency such as the Securities and Exchange Commission, the Office of Inspector General or the Equal Employment Opportunity Commission (collectively, the “ Excluded Claims ”).

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied other than the Excluded Claims. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that

 

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without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law.

7. Neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties related to any Claims, I will pay all reasonable costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

9. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

10. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

11. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

 

  1. I HAVE READ IT CAREFULLY;

 

  2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963; THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

 

  3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

 

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  4. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO;

 

  5. I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

 

  6. I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

 

  7. I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

 

  8. I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

 

SIGNED:  

 

    DATED:  

 

              Edward M. Murphy      

 

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Exhibit 99.1

Civitas Solutions, Inc. Announces Pending Retirement of Executive Chairman Edward

Murphy and Additional Board Transitions

Boston, MA, August 20, 2015 – Civitas Solutions, Inc. today announced that Executive Chairman Edward M. Murphy has elected to retire from the Company at the end of the current calendar year. Murphy’s decision completes the transition of the Company’s executive leadership that began on January 1, 2014 when Bruce F. Nardella succeeded Murphy as Chief Executive Officer. Murphy has also informed the Company’s Board of Directors that he will not seek re-election as a Director at the Company’s 2016 annual meeting of stockholders scheduled for next March.

In addition to Murphy’s retirement, Civitas also announced today three other transitions with regard to its Board.

Director Gregory T. Torres, who preceded Murphy as CEO and, later, as Chairman, is resigning from the Board effective September 30, 2015. To fill the vacancy resulting from Torres’ resignation the Board has appointed Mary Ann Tocio as a Director, effective October 1, 2015. In addition, the Board approved an increase in its size from 9 to 10 members and appointed Gregory S. Roth as a Director effective September 11, 2015. Both Roth and Tocio meet the requirements of “independent” directors as defined by the rules of the New York Stock Exchange. Roth will serve on the Audit Committee of the Board, while Tocio will serve on its Quality and Risk Management Committee.

“On behalf of our Board, management team and employees, I am deeply grateful to Ned and Greg for their long and distinguished tenures of leadership with our Company and their unwavering commitment to our mission and the individuals we support,” said Bruce F. Nardella, President and CEO of Civitas. “While we will miss their contributions, their departures aren’t unexpected and allow us—as we approach the one-year mark since our IPO—to continue to position the Company to meet the best standards of corporate governance, which include both increasing the independence and broadening the proficiency of the Board.

“We are delighted to welcome Mary Ann Tocio and Greg Roth to our Board,” said Nardella. “Mary Ann and Greg bring an impressive breadth of experience and expertise to Civitas, and both have a track record of success leading their respective companies. We look forward to their support and counsel as we work to continue to expand our services and enhance more lives in communities across the country.”


About Mary Ann Tocio

Until retiring last month, Mary Ann Tocio served since 1998 as the Chief Operating Officer of Bright Horizons Family Solutions, Inc., a leading provider of high-quality child care, early education and other services designed to help employers and families better address the challenges of work and life, and served as its President since 2000. She began her career with Bright Horizons in 1992 as Vice President and General Manager of Child Care Operations. Before that, she served in several positions with Wellesley Medical Management, Inc., including as its Senior Vice President of Operations, where she managed more than 100 ambulatory care centers nationwide from 1983 to 1992.

Ms. Tocio has been a Director of Bright Horizons Family Solutions, Inc. since November 2001 and of Harvard Pilgrim Health Care Inc. since 2004. Since 2013, she has also served as a Director of Ella Health, Inc., a 3-D mammography and women’s health services provider; CareWell, which operates urgent care centers; and Horizons for Homeless Children, a non-profit organization serving young homeless children and their families. Earlier she also served as a Director of Mac-Gray Corp., Telecare Corporation, The George B.H. Macomber Company, and Zany Brainy, Inc. Ms. Tocio received an M.B.A. from Simmons College School of Management.

About Gregory Roth

Greg Roth joined TeamHealth, Inc., one of the nation’s largest providers of hospital-based clinical outsourcing, in November 2004. After serving as President and Chief Operating Officer, Mr. Roth was promoted in May 2008 to Chief Executive Officer. He remained in the CEO role until his retirement in September 2014.

Prior to joining TeamHealth, Roth was employed from 1995 to 2004 by HCA-Hospital Corporation of America. From 1998, he served as President of HCA, Ambulatory Surgery Division. Prior to his appointment as President, Roth served in the capacity of Senior Vice President of Operations, Western Region from May 1997 to July 1998 and the Division’s Chief Financial Officer from January 1995 to May 1997. Earlier in his career, he held various financial and operational positions in the healthcare industry.

Mr. Roth currently serves as a Director of SpecialtyCare, a leading provider of clinical services to hospitals; Press Ganey Holdings, Inc., a strategic business partner to more than 10,000 health care organizations across the country dedicated to improving the entire patient experience; and One Call Care Management, a leading provider of specialized services to the workers’ compensation industry. He previously served as a Director of Team Health Holdings, Inc.

Mr. Roth received a master’s in Health and Hospital Administration from Xavier University and a B.S. in Allied Health Professions from Ohio State University. He is a Certified Public Accountant (CPA) and a Registered Respiratory Therapist.


About Civitas

Civitas Solutions, Inc. is the leading national provider of home- and community-based health and human services to must-serve individuals with intellectual, developmental, physical or behavioral disabilities and other special needs. Since our founding in 1980, we have evolved from a single residential program to a diversified national network offering an array of quality services in 35 states.

Forward-Looking Statements

This press release contains statements about future events and expectations that constitute forward-looking statements. Forward looking statements include statements regarding board transitions. These statements are not statements of historical fact. Words such as “estimates”, “expects”, “intends”, “working towards”, “could”, “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, the factors described in “Risk Factors” in Civitas’s Form 10-K for the fiscal year ended September 30, 2014. We qualify any forward-looking statements entirely by these cautionary factors. We assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Contact

Civitas Solutions, Inc.

Dwight Robson, 617-790-4800 or dwight.robson@civitas-solutions.com

Chief Public Strategy and Marketing Officer

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