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: October 1, 2022
(Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| Nevada | 1-7293 | 95-2557091 | ||
| (State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
14201 Dallas Parkway
Dallas, TX 75254
(Address of principal executive offices, including zip code)
(469) 893-2200
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
| Common stock, $0.05 par value | THC | NYSE | ||
| 6.875% Senior Notes due 2031 | THC31 | NYSE |
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 pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 (b) and (e). | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Ronald A. Rittenmeyer, who had served as the Executive Chairman of Tenet Healthcare Corporation (the “Company”) and as a member of the board of directors of the Company (the “Board”), resigned due to personal health reasons effective as of October 1, 2022. The Board appointed J. Robert Kerrey as Chairman of the Board effective as of October 1, 2022, and reduced the number of authorized directors on the Board to ten.
On October 1, 2022, the Company entered into a letter agreement with Mr. Rittenmeyer pursuant to which the Company has agreed to treat Mr. Rittenmeyer’s resignation as a termination on account of disability pursuant to the terms of his employment agreement. A copy of the letter agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Senator Kerrey first joined the Board in 2001, and served most recently as Lead Director. Senator Kerrey has served as Managing Director at Allen & Company, an investment firm, since 2014, and as Executive Chairman of the Minerva Institute for Research and Scholarship since 2013. Prior to joining the Board, Senator Kerrey served as a United States senator from the state of Nebraska. Senator Kerrey holds a Bachelor of Science degree in pharmacy from the University of Nebraska. Additional information regarding Senator Kerrey’s business experience is included in the Company’s SEC filings and on its website.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Letter Agreement between Tenet Healthcare Corporation and Ronald Rittenmeyer, dated October 1, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TENET HEALTHCARE CORPORATION | ||||||
| Date: October 3, 2022 |
By: | /s/ Thomas Arnst | ||||
| Name: | Thomas Arnst | |||||
| Title: | Executive Vice President, Chief Administrative Officer, Corporate Secretary and General Counsel | |||||
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Exhibit 10.1
Execution Version
TENET HEALTHCARE CORPORATION
October 1, 2022
Ronald A. Rittenmeyer
BY HAND
| Re: | Disability Resignation |
Dear Ron,
Reference is made to that certain Amended and Restated Employment Agreement by and between you and Tenet Healthcare Corporation (the “Company”), dated as of September 1, 2021, as amended on February 25, 2022 (the “Employment Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
This letter confirms our mutual agreement regarding your resignation from all positions that you hold at the Company for personal health reasons, effective immediately (with today’s date being treated as the Termination Date for purposes of the Employment Agreement). Your resignation will be treated as a termination on account of your Disability for all purposes (including, without limitation, for all purposes under the Employment Agreement) and you are entitled to all of the payments and benefits set forth in Section 4(b) of the Employment Agreement.
Please confirm that this letter accurately reflects our mutual agreement by signing below and returning a copy of this letter to me at your earliest convenience.
| Sincerely, |
| /s/ Saum Sutaria |
| Saum Sutaria, M.D. |
| Chief Executive Officer |
| Acknowledged and agreed by: |
| /s/ Ronald A. Rittenmeyer |
| Ronald A. Rittenmeyer |