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): May 12, 2006 (May 9, 2006)
LIFEPOINT HOSPITALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-51251
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20-1538254 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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103 Powell Court, Suite 200 |
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Brentwood, Tennessee
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37027 |
(Address of principal executive offices)
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(Zip Code) |
(615) 372-8500
(Registrants telephone number, including area code)
Not applicable
(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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 Registrants Business and Operations
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
The Board of Directors (the Board of Directors) of LifePoint Hospitals, Inc. (the
Company) performs an annual review of the compensation
payable to non-employee directors for each board year beginning on
the date of the annual meeting of stockholders. Consistent with this
practice, the Board of Directors, upon recommendation of the Compensation Committee, approved compensation
payable to non-employee members of the Board of Directors for the term beginning on the date of the
2006 annual meeting of the Companys stockholders and ending on the date immediately preceding the
next annual meeting of the Companys stockholders. In making its recommendation, the Compensation
Committee considered peer group information, trends in director
compensation, the total number
of meetings attended and the advice of both the Companys consultant
and the Compensation Committees consultant. This approach
acknowledges that the role of a director is one of ongoing oversight and is not limited to activity
during meetings and recognizes that each of the non-employee
directors serves on all of the committees of the Board of Directors. The compensation adopted is as follows: (1) the annual cash retainer payable to
non-employee directors will be $75,000 per year, however attendance fees for each meeting of the
Board of Directors and meetings of the committees have been eliminated; (2) the annual cash
retainer payable to the newly appointed lead director of the Board of Directors will be $30,000 per
year; (3) the annual cash retainer payable to the Chair of the Audit and Compliance Committee will
be $10,000 per year; (4) the annual cash retainer payable to the Chairs of the Compensation
Committee and the Corporate Governance and Nominating Committee will be $5,000 per year. Each of
the foregoing annual fees is paid in four quarterly pro-rata installments. A summary of the
non-employee director compensation arrangements is attached as Exhibit
10.1 to this Current Report on Form 8-K.
Under the Companys Outside Directors Stock and Incentive Compensation Plan (the Directors Plan),
directors who are not employees of the Company may elect to defer payment of all or any part of
their directors fees. For each term of the Board of Directors, a non-employee director may elect
to receive, in lieu of all or any portion (in multiples of 25%) of his annual retainer payable for
such term, a deferred stock unit Award pursuant to the Directors Plan. Such an election shall be
made for a given term by filing an election notice with the Company, in accordance with procedures
adopted by the Board of Directors, prior to the commencement of the term for which such annual
retainer is to be paid and shall be for a number of deferred stock units determined by dividing (A)
the additional annual retainer amount that would have been payable to the non-employee director in
cash in the absence of his stock election, by (B) the fair market value of a share of common stock
of the Company (Common Stock) on the date of grant. The Directors Plan is attached as Exhibit
10.2 to this Current Report on Form 8-K.
On May 9, 2006, pursuant to the Directors Plan, the Board of Directors, upon recommendation of the
Compensation Committee, approved the grant of 3,500 deferred restricted stock awards to the members
of the Board of Directors who are not employees of the Company or any of its subsidiaries. This
award will be fully vested and no longer subject to forfeiture upon the earliest of any of the
following conditions to occur: (i) the date that is immediately prior to the date of the 2007
Annual Meeting of Stockholders of the Company; (ii) the death or disability of the non-employee
director; or (iii) events described in Section 7.1 of the Directors Plan. Generally, such shares
will be forfeited in their entirety unless the individual continues to serve as a director of the
Company on the day prior to the 2007 Annual Meeting of Stockholders. The non-employee directors
receipt of shares of Common Stock pursuant to the restricted stock award is deferred until the
first business day following the earliest to occur of (i) the third anniversary of the date of
grant, or (ii) the date the non-employee director ceases to be a member of the Board of Directors.
The Company granted the restricted stock award of its Common Stock to each of the non-employee
directors pursuant to a Form of LifePoint Hospitals, Inc. Deferred Restricted Stock Award filed as
Exhibit 10.3 to this Report on Form 8-K.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Summary of LifePoint Hospitals,
Inc. Non-Employee Director Compensation Schedule; |
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10.2
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LifePoint Hospitals, Inc. Outside
Directors Stock and Incentive Compensation Plan
incorporated by reference from exhibits to the Quarterly
Report on Form 10-Q of LifePoint Hospitals, Inc. for the
quarter ended March 31, 1999, File No. 000-29818; |
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10.3
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Form of LifePoint Hospitals Inc.
Deferred Restricted Stock Award. |