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Form 8-K Express Scripts Holding For: Jun 12

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June 12, 2015 5:12 PM EDT

 

 

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): June 12, 2015

 

 

EXPRESS SCRIPTS HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-35490   45-2884094

(State or Other Jurisdiction of

Incorporation or Organization

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

One Express Way, St. Louis, MO   63121
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number including area code: 314-996-0900

No change since last report

(Former Name or 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 (see General Instruction A.2. below):

 

  ¨ 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))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director. On June 12, 2015, Express Scripts Holding Company (the “Company”) announced that its Board of Directors had elected Timothy Wentworth to the Board. Mr. Wentworth currently serves as President of the Company.

There are no arrangements or understandings between Mr. Wentworth and any other person pursuant to which he was elected as a director. As an employee of the Company, Mr. Wentworth will not receive compensation for serving as a director and is not expected to serve on any committees of the Board.

 

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the election of Mr. Wentworth is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and 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. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 99.1 Press Release, dated June 12, 2015.

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 thereunto duly authorized.

 

EXPRESS SCRIPTS HOLDING COMPANY
Date: June 12, 2015 By:

/s/ Martin P. Akins

Martin P. Akins
Vice President, Deputy General Counsel and Corporate Secretary

EXHIBIT INDEX

 

Exhibit

Number

   

Description of Exhibit

99.1    Press Release, dated June 12, 2015.

Exhibit 99.1

 

LOGO

Express Scripts Elects Tim Wentworth to Board of Directors

ST. LOUIS, June 12, 2015 — Express Scripts Holding Company (NASDAQ: ESRX) today announced that its Board of Directors has elected Tim Wentworth to the Board.

Mr. Wentworth is currently the President of Express Scripts, a role he has held since 2014. He has management responsibility for all aspects of the company’s core business, and reports directly to George Paz, Express Scripts’ Chairman and CEO.

“We are pleased to welcome Tim to the Express Scripts Board of Directors, and appreciate the combination of strategic leadership, unique insights and industry expertise he brings to our Board,” said Mr. Paz. “Tim and I have worked closely together to develop and execute a long-term growth strategy that leverages our core strengths, establishes new innovative solutions and makes medicine affordable and accessible for payers and patients.”

Prior to his appointment as President, Mr. Wentworth served as Senior Vice President and President, Sales and Account Management, with responsibility for Express Scripts’ core sales and account management teams, including employer groups, health plans, and new sales. In addition to sales and account management, he is currently responsible for information technology, operations, research and new solutions, home delivery and specialty pharmacies, and supply chain management.

Mr. Wentworth joined Express Scripts following the company’s merger with Medco Health Solutions, Inc. in April 2012. He previously led Medco’s employer and key accounts organizations for nearly 14 years, and also served as President and CEO of Accredo, the company’s specialty pharmacy. Prior to that, Mr. Wentworth spent five years at Mary Kay, Inc., where he initially served as Senior Vice President of Human Resources and subsequently as President, International. He also held roles of increasing responsibility in a nine-year career in human resources management at PepsiCo. He earned an associate’s degree in business from Monroe Community College and a bachelor’s degree in industrial and labor relations from Cornell University.

“We have appreciated working with Tim since the merger was completed, and all of us on the Board believe he is a strategic leader and a valuable addition to the Board,” said Thomas P. Mac Mahon, lead independent director of the Express Scripts Board of Directors. “We look forward to our continued collaboration with him and the company’s senior leadership team as we capitalize on Express Scripts’ many future growth opportunities.”

About Express Scripts

Express Scripts makes the use of prescription drugs safer and more affordable, managing more than one billion prescriptions each year for tens of millions of patients. On behalf of our clients – employers, health plans, unions and government health programs – Express Scripts brings the best value, high-quality service and specialized, clinical care to those we serve.

Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery, specialty benefit management, benefit-design consultation, drug utilization review, formulary management, and medical and drug data analysis services. Express Scripts also distributes a full range of biopharmaceutical products and provides extensive cost-management and patient-care services.

For more information about Express Scripts, visit Lab.Express-Scripts.com or follow @ExpressScripts on Twitter.

MEDIA CONTACT:

Brian Henry

314-684-6438

[email protected]

INVESTOR CONTACT:

Chris McGinnis

314-810-3115

[email protected]


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