UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)February 22, 2021
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Office) (Zip Code)
(561 ) 998-2232
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2).
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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On February 18, 2021, Cross Country Healthcare, Inc. (the “Company”) appointed Susan E. Ball, the Company’s Executive Vice President,
General Counsel and Corporate Secretary, to the role of Chief Administrative Officer of the Company.
The Company has entered into a revised offer letter with Ms. Ball setting forth the terms of her employment and compensation, which
generally will remain unchanged, other than with respect to (i) an increase in Ms. Ball’s base salary from $420,000 to $430,000 and (ii) the addition of a severance benefit. If Ms. Ball’s employment is terminated by the Company without cause or
if Ms. Ball terminates her employment for good reason, she will be entitled to a severance payment equal to the sum of (i) any earned, but unpaid base salary through the date of termination, (ii) reimbursement for any unreimbursed business
expenses incurred through the termination date, (iii) any accrued, but unused vacation and sick time in accordance with the Company’s policy, (iv) all other compensation under any applicable arrangement or benefit, equity, or fringe benefit
plan or program or grant pursuant to the terms and conditions of such plans, and (v) continued payments of base salary in effect at the time of termination in accordance with the Company’s regular payroll practices for the twelve-month period
following the date of termination, subject to Ms. Ball’s execution and delivery of an irrevocable release of claims against the Company and related parties. Additionally, if Ms. Ball is or becomes eligible to severance benefits under the
Company’s Executive Severance Plan, as amended and restated as of May 28, 2010 (as thereafter amended or replaced, the “Executive Severance Plan”), she will cease to be eligible for such severance payment and the Company’s sole obligation with
respect to a termination of Ms. Ball’s employment will be the amounts and benefits provided for and in accordance with the terms and conditions of the Executive Severance Plan.
Disclosure of Ms. Ball’s current compensation arrangements other than the above-described base salary increase and severance benefit,
together with the information required pursuant to Items 401(b) and (e) of Regulation S-K, may be found in the “Compensation Discussion and Analysis” and “Executive Officers” sections of the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 6, 2020, which information is incorporated herein by reference.
The foregoing description of the revised offer letter does not purport to be complete and is qualified in its entirety by reference to the
revised offer letter, which the Company will file as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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.
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CROSS COUNTRY HEALTHCARE, INC.
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Dated: February 22, 2021
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By:
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/s/ William J. Burns
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William J. Burns
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Executive Vice President and Chief Financial Officer
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