prsc-202404010001220754FALSE00012207542024-04-012024-04-01
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): April 1, 2024
ModivCare Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-34221 | 86-0845127 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | |
| 6900 Layton Avenue, 12th Floor | | |
| Denver, | Colorado | | 80237 |
| (Address of principal executive offices) | | (Zip Code) |
(303) 728-7012
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: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock, $0.001 par value per share | MODV | The NASDAQ Global Select Market |
| | | | | |
¨
| 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 March 29, 2024, Modivcare Inc., a Delaware corporation (the “Company”), and Ilias Simpson agreed that Mr. Simpson will step down as the Company’s President of Mobility. Mr. Simpson has agreed to continue to serve the Company in a transitional role through May 1, 2024, to ensure a smooth transition of duties and client relationships to others in the Company who are poised and well-suited to take over the additional responsibilities performed by Mr. Simpson. The responsibilities previously held by Mr. Simpson will be distributed among existing members of the leadership team. This approach ensures continuity, leverages the diverse expertise within the organization, maintains the momentum of Modivcare's strategic initiatives, and capitalizes on the Company’s succession planning and commitment to nurturing talent from within. For example, Mr. Simpson’s diversity, equity and inclusion (DEI) responsibilities will be transitioned promptly to the leadership of Mr. Enrique Toledo, the Company’s Chief People Officer, who has been serving as co-executive sponsor of DEI for the past six months. L. Heath Sampson, the Company’s President and Chief Executive Officer, will also be instrumental in overseeing, operating, and transitioning the Mobility business in collaboration with other experienced senior leaders within the Company.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified by the use of the terms “expected,” “will,” “look forward to” and “aim,” and similar words indicating possible future expectations, events or actions. Such forward-looking statements are based on current expectations, assumptions, estimates and projections about our business and our industry, and are not guarantees of our future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond our ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. The Company has provided additional information about the risks facing our business in its most recent annual report on Form 10-K, and any subsequent periodic and current reports on Forms 10-Q and 8-K, filed by it with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made and are expressly qualified in their entirety by the cautionary statements set forth herein and in the filings with the Securities and Exchange Commission identified above, which you should read in their entirety before making an investment decision with respect to our securities. We undertake no obligation to update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. | | | | | | | | |
| Exhibit No. | | Description |
| | |
| 104 | | Cover Page Interactive Data File (embedded within 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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| | | | MODIVCARE INC. |
| Date: April 1, 2024 | | | | By: | | /s/ L. Heath Sampson |
| | | | Name: | | L. Heath Sampson |
| | | | Title: | | President and Chief Executive Officer |