Express Scripts 8-K 2017
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 30, 2017
EXPRESS SCRIPTS HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Registrants telephone number including area code: 314-996-0900
No change since last report
(Former Name or 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 (see General Instruction A.2. below):
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2017, Express Scripts Holding Company (the Company) and Eric Slusser, the Executive Vice President and Chief Financial Officer of the Company through October 25, 2017, entered into a Transition and Release Agreement (the Transition Agreement) to provide for the terms of Mr. Slussers continued employment on a part-time basis during a transition period. Pursuant to the terms of the Transition Agreement, Mr. Slusser will remain employed by the Company through the earliest of (i) March 31, 2018 (the Separation Date), (ii) the date Mr. Slusser voluntarily resigns his employment, (iii) the date of Mr. Slussers death or disability or (iv) the date set forth in any written notice of termination by the Company (such earliest date, the Termination Date).
Subject to certain conditions, Mr. Slusser will continue to receive his base salary through the Termination Date and will generally be eligible for other benefits as a regular employee of the Company, provided that Mr. Slusser will not receive any additional grants of equity awards. Subject to certain conditions, if Mr. Slussers employment continues through the Separation Date or the Company terminates his employment other than for cause prior to the Separation Date, Mr. Slusser will become entitled to the following separation benefits (the Separation Benefits):
The Separation Benefits, other than the vesting of the restricted stock units granted on September 9, 2015, are also payable upon Mr. Slussers voluntary resignation prior to the Separation Date.
Mr. Slusser remains subject to the restrictive covenants under his employment agreement, including non-solicitation, non-competition, confidentiality and non-disparagement provisions, and the Companys Clawback and Recoupment Policy.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Transition and Release Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
(d) The following Exhibits are furnished as part of this report on Form 8-K:
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 thereunto duly authorized.