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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
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Date of Report (Date of earliest event reported): January 10, 2025 |
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Surgery Partners, Inc. |
(Exact Name of Registrant as Specified in Charter) |
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Delaware | 001-37576 | 47-3620923 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
340 Seven Springs Way, Suite 600
Brentwood, Tennessee 37027
(Address of Principal Executive Offices) (Zip Code)
(615) 234-5900
(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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | SGRY | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2025, the Board of Directors (the “Board”) of Surgery Partners, Inc. (the “Company”) increased the number of Class II directors serving on the Board from three to four and elected Dr. Laura L. Forese to fill the vacancy created by the increase in the number of Class II directors. The Board also appointed Dr. Foresee to serve as a member of the Compliance and Ethics Committee of the Board.
As a Class II director, Dr. Foresee's term expires at the 2026 annual meeting of stockholders. The Board has determined that Dr. Forese is independent in accordance with Nasdaq listing standards.
Dr. Forese’s compensation will be materially consistent with other non-employee directors of the Company, as described in the definitive proxy statement for the Company’s 2024 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 25, 2024. Additionally, Dr. Forese entered into the Company’s standard form of indemnification agreement.
A copy of the press release announcing Dr. Forese’s election to the Board is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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104 | | Cover Page Interactive Data File (embedded within 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.
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SURGERY PARTNERS, INC. |
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By: | /s/ David T. Doherty David T. Doherty Executive Vice President, Chief Financial Officer |
Date: January 13, 2025
Exhibit 99.1
SURGERY PARTNERS, INC.
NAMES LAURA L. FORESE, MD TO BOARD OF DIRECTORS
BRENTWOOD, Tenn., January 13, 2025 (GLOBE NEWSWIRE) - Surgery Partners, Inc. (NASDAQ:SGRY) (“Surgery Partners” or the “Company”) today announced that Dr. Laura L. Forese has been appointed to serve as an independent director on its Board of Directors. Dr. Forese’s appointment, which is effective January 10, 2025, will increase the size of Surgery Partners’ Board to eleven members.
Dr. Forese joins the Surgery Partners Board with extensive healthcare experience. Her career in healthcare administration spans over 40 years, most recently serving as an executive vice president and chief operating officer for New York-Presbyterian, one of the nation's most comprehensive, integrated academic healthcare systems, including 10 hospital campuses, approximately 200 primary and specialty care clinics and medical groups, and more than 45,000 employees and affiliated physicians. Prior to that, Dr. Forese held other executive and management positions in the New York-Presbyterian organization with a focus on patient safety, efficiency, and transformation. Under Dr. Forese's leadership, the New York-Presbyterian Medical Groups was established to expand the organization's regional footprint and standardize financial, operational, and clinical practices to ensure that patients received the same exceptional standard of care throughout the healthcare system.
Active in multiple healthcare and civic organizations, Dr. Forese is chair emerita of the NIH Clinical Research Hospital board and trustee emerita of Princeton University. Currently, she serves as a board director of the Shubert Organization, a trustee of the Mother Cabrini Health Foundation, and director of Nereid Therapeutics and Veuu Inc. From 2015 to 2021, Dr. Forese was a director of Cantel Medical Corp until it was acquired by another public healthcare company.
Dr. Forese is an orthopedic surgeon. She obtained her medical degree from Columbia University College of Physicians & Surgeons and a masters degree in health services management from the Columbia University School of Public Health. Dr. Forese received a bachelor’s degree in civil engineering and operations research from Princeton University, where she graduated summa cum laude and Phi Beta Kappa.
“We are excited to add Dr. Forese's unique experience and insights to our Board,” said Wayne DeVeydt, Chairman of Surgery Partners’ Board of Directors. “As a well-respected orthopedic surgeon and healthcare services executive, Laura will bring first-hand knowledge to inform our continued, rapid short-stay surgical case growth as well as deep expertise and passion for ensuring high quality, efficient operations.”
“I am thrilled to join Surgery Partners at a time of continued evolution in surgical care,” added Dr. Forese. “Surgery Partners is incredibly well-positioned to support surgeons in establishing high quality, exceptional value ambulatory surgical centers while providing meaningful savings for patients and
payors. As an orthopedic surgeon and healthcare executive, Surgery Partners is a perfect match with my areas of interest and my desire to positively impact our healthcare system.”
About Surgery Partners
Headquartered in Brentwood, Tennessee, Surgery Partners is a leading healthcare services company with a differentiated outpatient delivery model focused on providing high quality, cost effective solutions for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest and fastest growing surgical services businesses in the country, with more than 200 locations in 33 states, including ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities. For additional information, visit www.surgerypartners.com.
Contact
Surgery Partners Investor Relations
(615) 234-8940
IR@surgerypartners.com
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