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): December 31, 2009
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation)
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1-31719
(Commission File Number)
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13-4204626
(I.R.S. Employer Identification Number) |
200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices)
Registrant’s telephone number, including area code: (562) 435-3666
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departures of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of December 31, 2009, Molina Healthcare, Inc. entered into Amended and Restated Employment
Agreements with each of Dr. J. Mario Molina, its President and Chief Executive Officer, John C. Molina, its Chief
Financial Officer, and Mark L. Andrews, its Chief Legal Officer and General Counsel. In addition, the Company
entered into Amended and Restated Change in Control Agreements with each of Terry Bayer, its Chief Operating
Officer, Dr. James W. Howatt, its Chief Medical Officer, and Joseph W. White, its Chief Accounting Officer.
The amendments were made to the existing employment and change in control agreements to
ensure that performance-based or incentive bonus compensation payable under the agreements in
connection with certain termination events complies with Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “Code”), including a 2008 Internal Revenue Service Revenue Ruling
(2008-13) that impacts compensation tied to performance periods beginning after January 1, 2009.
Assuming other requirements under Code 162(m) are satisfied, the amendments will allow the Company
to continue to fully deduct incentive bonuses paid to executives under the Company’s
performance-based compensation plans.
In addition, the amendments clarify the timing of certain payments and distributions to the
executives in conformity with the requirements of Code Section 409A and the Treasury regulations
and interpretive guidance issued thereunder. If an executive is a specified employee under Internal
Revenue Code Section 409A, applicable severance amounts shall now be paid six months after the date
of the executive’s separation from service. In addition, certain conforming updates to the
agreements were made which do not materially affect the scope or amount of the existing salary
level, severance amount, or benefits an executive is entitled to receive under the existing
agreements.
The foregoing description of the amended and restated
agreements does not purport to be complete and is subject to, and qualified in its entirety by, reference to the
full text of the amended and restated agreements, which are filed as exhibits hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit |
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Description |
10.1
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Amended and Restated Employment Agreement with J. Mario Molina, M.D., dated as of
December 31, 2009. |
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10.2
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Amended and Restated Employment Agreement with John C. Molina, dated as of December 31, 2009. |
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10.3
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Amended and Restated Employment Agreement with Mark L. Andrews, dated as of December 31, 2009. |
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10.4
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Change in Control Agreement with Terry Bayer dated as of December 31, 2009. |
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10.5
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Change in Control Agreement with James W. Howatt, M.D., dated as of December 31, 2009. |
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10.6
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Change in Control Agreement with Joseph W. White, dated as of December 31, 2009. |