Kindred Healthcare 8-K 2009
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): December 16, 2009
KINDRED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
680 South Fourth Street
(Address of principal executive offices)
Registrants telephone number, including area code: (502) 596-7300
(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 to the registrant under any of the following provisions:
(d) On December 16, 2009, the Board of Directors of Kindred Healthcare, Inc. (the Company) appointed Phyllis R. Yale as a director of the Company effective January 1, 2010. Ms. Yale will serve on the Companys Executive Compensation Committee, Compliance and Quality Committee and its Strategic Development Committee.
Ms. Yale (age 52) is a partner with Bain & Company, Inc. (Bain), a global management consulting firm. Ms. Yale received her undergraduate degree and MBA degree from Harvard College.
In connection with Ms. Yales appointment to the Companys Board of Directors, the Board reviewed the relationships between the Company and Bain. This review included analysis of the Companys ordinary course engagements with Bain, including certain past engagements in which Ms. Yale served as an advisor. In this review, the Board of Directors identified no transactions, relationships or arrangements in which Ms. Yale had or will have a direct or indirect material interest or which otherwise adversely impacted the Boards general independence evaluation of Ms. Yale.
Ms. Yale will participate in the Companys 2001 Equity Plan for Non-Employee Directors (Amended and Restated) (the Plan). The Company expects to grant Ms. Yale 6,000 shares of restricted common stock under the Plan on or about January 4, 2010. The shares of restricted common stock will vest equally over a three year period. A copy of the Plan is filed as Exhibit 10.69 to the Companys Form 10-K for the year ended December 31, 2008 (Comm. File No. 001-14057).
The Company will also enter into an indemnification agreement with Ms. Yale upon the January 1, 2010 effective date of her appointment to the Companys Board of Directors. A copy of the Form of Indemnification Agreement is filed as Exhibit 10.21 to the Companys Form 10-K for the year ended December 31, 2001 (Comm. File No. 001-14057).
A copy of the press release issued by the Company related to the appointment of Ms. Yale to the Companys Board of Directors is attached hereto as Exhibit 99.1.
Incorporated by reference is a press release issued by the Company on December 16, 2009 that is attached hereto as Exhibit 99.1. This information is being furnished under Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.
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 hereto duly authorized.