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): December 15, 2010 (December 14, 2010)
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 communications 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2010, LifePoint Hospitals, Inc. (the Company) issued a press release announcing
that on December 14, 2010, the independent members of the Companys Board of Directors (the
Board) appointed William F. Carpenter III, 56, to the role of Chairman of the Board, in addition
to his current role as the Companys President and Chief Executive Officer. The press
release also announced that on December 14, 2010, Owen G. Shell, Jr., 74, the Companys
non-executive Chairman of the Board, was elected by the independent members of the Board as the
Companys Lead Director.
A copy of the Press Release announcing the changes described above is attached to this current
report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective December 15, 2010, the Board adopted the Fourth Amended and Restated By-Laws of the
Company (the By-Laws).
Article IV, Section 4 of the By-Laws was amended to provide that, in the absence of the Chairman or
in the event of his or her inability to act, the Lead Director, or if the Lead Director is absent
or unable to act, a director appointed to act as chair at any such meeting by a majority of the
directors present at such meeting, shall exercise all of the powers and discharge all of the duties
of the Chairman. Article IV, Section 5 of the By-Laws was amended to eliminate the ability of the
Chief Executive Officer to exercise the powers and discharge the duties of the Chairman in his or
her absence or inability to act. Article III, Section 10 of the By-Laws was amended to provide
that the Lead Director will be responsible for approving the agenda for Board meetings.
In addition, certain clarifying changes were made to Article IV, Section 4 of the By-Laws.
These amendments are reflected in the full text of the amended and restated By-Laws attached as
Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit |
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Description |
3.1
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Fourth Amended and Restated By-Laws of LifePoint Hospitals, Inc., effective as
of December 15, 2010. |
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99.1
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Press release issued by LifePoint Hospitals, Inc. on December 15, 2010. |