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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):
February 27, 2023
MultiPlan Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39228 | | 84-3536151 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
115 Fifth Avenue
New York, New York 10003
(212) 780-2000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
Shares of Class A Common Stock, $0.0001 par value per share | | MPLN | | New York Stock Exchange |
| Warrants | | MPLN.W | | New York Stock Exchange |
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Unless the context otherwise requires, “we,” “us,” “our,” “MultiPlan” and the “Company” refer to MultiPlan Corporation, a Delaware corporation, and its consolidated subsidiaries.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2023, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved certain changes to the Company’s compensation arrangement with Jeff Doctoroff in connection with his promotion from Senior Vice President to Executive Vice President. Mr. Doctoroff retained his previously-held offices of General Counsel and Secretary. The changes to Mr. Doctoroff’s compensation arrangement are set forth in a new offer letter (the “Offer Letter”).
Pursuant to the Offer Letter, Mr. Doctoroff is entitled to:
•effective February 25, 2023, an annual base salary of $405,000, subject to adjustment by the Compensation Committee from time to time;
•effective January 1, 2023, an annual bonus opportunity with a target amount equal to 70% of his annual base salary; and
•in the event of a termination of employment by the Company without “cause” (as defined in the Offer Letter), Mr. Doctoroff shall be entitled to: (i) nine months’ salary continuation; and (ii) payment of, or reimbursement for, COBRA premiums for a period ending on the earlier of 18 months following the termination date and the date he obtains other employment that offers group health benefits.
Mr. Doctoroff’s eligibility to receive equity compensation on an annual basis under the Company’s equity incentive plan did not change.
The description in this Current Report on Form 8-K of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are included in this Form 8-K:
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 10.1 | | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
|
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: March 3, 2023
MultiPlan Corporation
By: /s/ James M. Head
Name: James M. Head
Title: Executive Vice President and Chief Financial Officer
February 27, 2023
Jeffrey Doctoroff
Via email: [_____________]
Dear Jeff,
We are pleased to confirm your promotion to the position of Executive Vice President, General Counsel and Corporate Secretary, reporting to Dale White, President and Chief Executive Officer. Effective February 25, 2023 and in accordance with approval by the Compensation Committee of the Board of Directors (the “Board”) of MultiPlan Corporation (together with its subsidiaries, the “Company” or “MultiPlan”): (i) your rate of pay will be increased to $15,576.92 per pay period (annualized at $405,000); and (ii) you will continue to be eligible to participate in the MultiPlan incentive compensation plan for senior executives, however, your target bonus percentage shall be increased to 70% starting in 2023.
Your eligibility to receive equity compensation on an annual basis under our equity incentive plan shall not change.
You will continue to be eligible for benefits as provided for full-time employees; provided, however, that upon a termination of your employment by MultiPlan without “cause”, you shall be entitled to nine months’ salary continuation and payment of, or reimbursement for, COBRA premiums for a period ending on the earlier of: (a) 18 months following the termination date; and (b) the date you obtain other employment that offers group health benefits.
For purposes of this letter, MultiPlan shall have “cause” to terminate your employment within 120 days of Board’s knowledge of: (i) the Board’s good faith determination that you failed to carry out, or comply with, in any material respect, any lawful directive of the Board or the Chief Executive Officer consistent with the terms of this letter; (ii) your conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude (excluding vehicular offenses); (iii) your unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing your duties and responsibilities under this letter; (iv) your commission of an act of fraud, embezzlement, misappropriation, or material breach of fiduciary duty against the Company; or (v) your commission of an act of misconduct that has caused or could reasonably be expected to cause material harm to the business and reputation of the Company.
Your employment is considered employment at will. This means employment is not defined for a specific time, rather either you or MultiPlan may terminate the employment relationship at any time with or without notice and with or without cause, subject to the terms of this letter.
Please indicate your acceptance of this offer by returning a hand signed or e-signed copy of this letter via email.
Congratulations on this well-earned promotion!
Sincerely,
/s/ Dale White
Dale White
President and Chief Executive Officer
Accepted: /s/ Jeffrey Doctoroff Date: 2/28/2023
Jeffrey Doctoroff
