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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers
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On May 8, 2019, the Board of Directors (the "Board") of the Company elected Clark K. Ervin as a director of the Company, and appointed him as a member of the Company’s Safety and Cybersecurity Committee (the “Safety Committee”). Mr. Ervin has been designated as a Class II director and will serve on the Board until the Company’s 2021 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified.
Mr. Ervin was recommended for election to the Board by the Company’s nominating and corporate governance committee, in accordance with the provisions of its charter.
There are currently no arrangements or understandings between Mr. Ervin and any other person pursuant to which Mr. Ervin was elected as a director. There are currently no transactions in which Mr. Ervin has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On May 8, 2019, in connection with his election to the Board, the Board approved a fiscal 2019 director's fee to Mr. Ervin of $40,000 for his service on the Board, and an additional director’s fee of $5,000 for Mr. Ervin’s service on the Safety Committee, with such amount to be pro-rated from the date of their election until the end of the Company's 2019 fiscal year. If Mr. Ervin elects to receive such compensation in the form of equity in lieu of cash, he will receive an equity grant of equal value in lieu of the cash consideration. The Board also granted Mr. Ervin a restricted stock unit award under the Company's 2014 Incentive Award Plan valued at approximately $105,000.
On May 9, 2019, the Company issued a press release announcing the election of Mr. Ervin to the Board. A copy of the press release is attached hereto as Exhibit 99.2.
Item 7.01. Regulation FD Disclosure
On May 9, 2019, the Company issued a press release announcing enhancements to its caregiver screening procedures. A copy of the press release is attached hereto as Exhibit 99.2.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibit relating to Item 2.02 shall be deemed to be furnished and not filed.
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Exhibit Number
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Exhibit Title or Description
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99.1
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99.2
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This report on Form 8-K contains projections and other forward-looking statements regarding future events. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter and year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change. Although these expectations may change, we will not necessarily inform you if they do nor will we necessarily update the information contained in this report on Form 8-K. Readers are urged to read the reports and documents filed from time to time by the Company with the Securities and Exchange Commission for a discussion of important risk factors that could cause actual results to differ materially from those discussed in the forward-looking statements. Forward-looking statements in this report are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.