Form 8-K Express Scripts Holding For: Sep 09
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): September 9, 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.
On September 9, 2015, George Paz, Chief Executive Officer and Chairman of Express Scripts Holding Company (“Express Scripts” or the “Company”), notified the Company that he will retire as the Chief Executive Officer of the Company, effective following the Company’s 2016 annual meeting of stockholders, currently expected to be held in May 2016. Mr. Paz will remain on the Company’s board of directors as non-executive Chairman.
On September 9, 2015, the Company’s board of directors named Timothy C. Wentworth, currently President of Express Scripts, to succeed Mr. Paz as the Company’s Chief Executive Officer, effective upon the retirement of Mr. Paz. Mr. Wentworth, age 55, was named President of the Company in February 2014 and has served as a member of the board of directors since June 2015. From April 2012 to February 2014 he served as Senior Vice President and President, Sales and Account Management. Mr. Wentworth joined Express Scripts when the company merged with Medco Health Solutions, Inc., a pharmacy benefit management company, in April 2012. At Medco, he served as Group President, National and Key Accounts from October 2008 to April 2012, as Chief Executive Officer of Medco’s Accredo Health Group subsidiary from March 2006 to October 2008 and as Group President – National Accounts from August 2003 to March 2006.
Mr. Paz notified the Company’s board of directors of his pending retirement at the board’s regularly scheduled meeting held on September 9, 2015. No material plan, contract or arrangement was entered into or materially amended in connection with the naming of Mr. Wentworth to succeed Mr. Paz as Chief Executive Officer.
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the retirement of Mr. Paz and the appointment 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 September 9, 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: September 9, 2015 | By: | /s/ Martin P. Akins | ||||
| Martin P. Akins | ||||||
| Deputy General Counsel | ||||||
Exhibit Index
| Exhibit 99.1 | Press Release, dated September 9, 2015 |
Exhibit 99.1
Express Scripts Names Tim Wentworth Chief Executive Officer, Effective May 2016;
George Paz to Retire and Remain as Chairman
ST. LOUIS, September 9, 2015 – Express Scripts Holding Company (NASDAQ: ESRX) today announced George Paz will retire as Chief Executive Officer, effective following the company’s annual meeting of stockholders currently scheduled for May 2016, and current company President Tim Wentworth will take on the role of CEO. Mr. Paz will remain on the Board as non-executive Chairman following his retirement, and Thomas Mac Mahon will continue as Lead Independent Director.
Mr. Wentworth was named President of Express Scripts in February 2014. He has management responsibility for all aspects of the company’s core business, and currently reports directly to Mr. Paz.
“I am honored to lead Express Scripts, a vital healthcare company powered by 30,000 people who are passionate about delivering the best pharmacy care to patients,” said Mr. Wentworth. “Every day, we put medicine within reach of 85 million people by uniquely combining innovative solutions, specialized care and focused, industry-leading scale. I am excited about our future and how we will continue to change healthcare, while delivering better value, service and care to clients and patients.”
“Tim is the right person to lead Express Scripts into the future,” said Mr. Paz. “I have a high level of confidence in Tim that is shared by all of us who have seen him drive performance. I look forward to working with Tim, our senior leadership team and our Board as we continue to deliver for clients, patients and shareholders.”
“With Tim taking on the role of CEO and George remaining as Chairman, we are positioned to continue executing the strategy that has made Express Scripts successful,” said Mr. Mac Mahon. “The Board is impressed by Tim’s leadership, deep industry knowledge, outstanding communication skills and his ability to execute against our strategy. We are deeply appreciative of George’s extraordinary leadership during his 17 years with Express Scripts, and 11-plus years as CEO, as he transformed our company, our industry and healthcare overall. We are pleased he will continue as Chairman following the stockholder meeting next May.”
As President, Mr. Wentworth is responsible for all aspects of the company’s core business, including sales and account management, information technology, operations, research and new solutions, home delivery and specialty pharmacies, and supply chain management. 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.
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 joining Medco, 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 holds an associate’s degree in business from Monroe Community College and a bachelor’s degree in industrial and labor relations from Cornell University.
About Express Scripts
Express Scripts puts medicine within reach of tens of millions of people by aligning with clients, taking bold action and delivering patient-centered care to make better health more affordable and accessible.
Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery pharmacy care, specialty pharmacy care, 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
INVESTOR CONTACT:
Chris McGinnis
314-810-3115