AmericanRenalAssociatesHoldings,Inc.
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1 UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION WASHINGTON,D.C FORM8-K CURRENTREPORT PURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934 DateofReport(Dateofearliesteventreported):December13,2017 AmericanRenalAssociatesHoldings,Inc. (Exactnameofregistrantasspecifiedinitscharter) Delaware (Stateorotherjurisdiction ofincorporation) (Commission FileNumber) (IRSEmployer IdentificationNumber) 500CummingsCenter,Suite6550 Beverly,Massachusetts 1915 (Addressofregistrant sprincipalexecutiveoffice) (Zipcode) (978) (Registrant stelephonenumber,includingareacode) NotApplicable (Formernameorformeraddress,ifchangedsincelastreport) 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-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.
2 Item5.02 DepartureofDirectorsorCertainOfficers;ElectionofDirectors;AppointmentofCertainOfficers;Compensatory ArrangementsofCertainOfficers. On December 13, 2017, American Renal Associates Holdings, Inc. (the Company ) entered into a First Amendment to Employment Agreement (the Amendment ) with its Chief Financial Officer, Jon Wilcox. The Amendment provides for an increase in his annual base salary, effective January 1, 2018, to $450,000 from his current base salary of $424, The base salary is subject to such further increases as may be approved from time to time by the Company. In addition, pursuant to the Amendment, Mr. Wilcox received a grant of 24,922 shares of restricted stock and an option to purchase 25,166 shares of the Company s common stock at an exercise price of $16.05 per share, in each case subject to vesting in three equal annual installments beginning December 13, Except as described above, all other terms of Mr. Wilcox s employment agreement remain unchanged. The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item9.01. FinancialStatementsandExhibits. (d) Exhibits. Exhibit Number Description 10.1 First Amendment to Employment Agreement, dated December 13, 2017, by and between American Renal Holdings, Inc. and Jon Wilcox.
3 SIGNATURE 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. AMERICANRENALASSOCIATESHOLDINGS,INC. Dated: December 15, 2017 By: /s/ Joseph A. Carlucci Name: Joseph A. Carlucci Title: Chief Executive Officer
4 Exhibit10.1 FIRSTAMENDMENTTOEMPLOYMENTAGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this First Amendment ) is entered into effective as of December 13, 2017 (the First Amendment Effective Date ) by and among American Renal Management LLC, a Delaware limited liability company (the Company ), and Jon Wilcox, a resident of the Commonwealth of Massachusetts ( Executive ). WITNESSETH WHEREAS, the Company and Executive entered into that certain employment agreement, dated June 17, 2017 (the Original Agreement ); and WHEREAS, the Company and Executive each desire to amend the Original Agreement as more fully set forth below; and NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company, ARH and Executive each hereby agree to amend the Original Agreement to reflect this change, as follows: 1. Definitions. Capitalized terms used and not otherwise defined in this First Amendment have the meanings given such terms in the Original Agreement. 2. Section5.1of the Original Agreement is hereby stricken and replaced by the following effective as of January 1, 2018: 5.1BaseSalary.The Company agrees to pay the Executive a base salary at an annual rate equal to $450,000. The Executive will be entitled to periodic review of his base salary and to such increases, if any, as may be determined from time to time by the Company. 3. A new Section5.5is hereby added to the Original Agreement effective as of the First Amendment Effective Date as follows: AdditionalEquityAward (a) As of the First Amendment Effective Date, the Company shall grant to Executive an award of Restricted Stock (the 2017 Additional Restricted Shares ) and options to purchase shares of Common Stock (the 2017 Additional Options ) which shall commence vesting upon the First Amendment Effective Date and shall vest in equal annual installments, on the anniversary date of the First Amendment Effective Date, over three (3) years thereafter, subject to the Executive s continuing employment with the Company as of each such vesting date. The number of 2017 Additional Restricted Shares shall be determined by dividing (i) $400,000 by (ii) the closing trading price per share of the Company s common stock as of the date of grant. The number of 2017 Additional Options shall be determined by dividing (i) $200,000 by (ii) the per share Black-Scholes value of the option, determined as of the date of grant based upon the closing trading price per share of the Company s common stock as of the date of grant and such other variables as determined by the Company, which determination shall be final and dispositive. The per share exercise price of the 2017 Additional Options shall be equal to the per share closing price of the Company s common stock on the date of grant. 1
5 (b) The 2017 Additional Restricted Shares and 2017 Additional Options, shall otherwise be subject to the terms and conditions of the Company s 2016 Omnibus Incentive Plan, as may be amended, restated or supplemented from time to time (the Plan ), a copy of which has been provided to the Executive. 5. Amendment Governs in the Case of Conflict. In the event that any terms or provisions of the Original Agreement conflict or are inconsistent with the terms and provisions of this First Amendment, the terms of this First Amendment shall govern and control. 6. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws. 7. No Further Modification. Except as amended hereby, the Original Agreement remains unmodified and in full force and effect. 8. Separability. If any term or provision of this First Amendment is declared illegal or unenforceable by any court of competent jurisdiction, and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this First Amendment in full force and effect. 9. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be deemed and original and all of which when taken together shall constitute one and the same instrument. An electronic or faxed copy of this First Amendment shall have the same force and effect as the original thereof. [Signature Page Follows] 2
6 INWITNESSWHEREOF, the Company and Executive have executed this First Amendment effective as of the date first written above. AMERICAN RENAL MANAGEMENT LLC By: /s/joseph A. Carlucci Name: Joseph A. Carlucci Title: Chief Executive Officer EXECUTIVE /s/ Jon Wilcox Jon Wilcox First Amendment to Employment Agreement between American Renal Management LLC. and Jon Wilcox
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