BrightSpring Health Services, Inc 8-K/A, filed Apr 15, 2025
BrightSpring Health Services, Inc. (BTSG)
About this 8-K/A
BrightSpring Health Services, Inc filed this 8-K/A on April 15, 2025, reporting on events of April 14, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 11, 2025, the Committee approved that certain Severance Agreement, dated as of April 14, 2025, by and between Res-Care, Inc., an affiliate of the Company, and Mr. Mattingly (the “Severance Agreement”), pursuant to which Mr. Mattingly’s employment with the Company terminated on the Transition Date; provided, that, from and after such date, and at such times and from time to time as agreed upon between Company and Mr. Mattingly, Mr. Mattingly will provide transition and consulting services to Company in exchange for consideration as agreed upon between Company and Mr. Mattingly.
Subject to Mr. Mattingly’s timely execution and non-revocation of the Severance Agreement, the Severance Agreement provides for the following:
The Separation Agreement also contains a general release of claims by Mr. Mattingly, as well as a customary covenants regarding non-solicitation and cooperation in order to ensure a smooth transition following Mr. Mattingly’s separation.
The foregoing summary of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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Severance Agreement, dated as of April 14, 2025, by and between Res-Care, Inc. and James Mattingly. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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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BRIGHTSPRING HEALTH SERVICES, INC. |
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Date: |
April 15, 2025 |
By: |
/s/ Jennifer Phipps |
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Name: Title: |
Jennifer Phipps |
Exhibit 10.1
Severance Agreement
This Severance Agreement (“Agreement”) is entered into by and between ResCare, Inc. d/b/a BrightSpring Health Services, a Kentucky corporation (“Employer”), and James Mattingly, a resident of the State of Kentucky (“Executive”), wherein the parties agree as follows:
Severance agreement Page 1
Severance agreement Page 2
The Severance reflects consideration provided to Executive over and above anything of value to which Executive is already entitled.
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Executive further releases and discharges Company, and waives all Claims related to any other federal, state, or local law, whether arising or emanating from statute, executive order, regulation, code, common law, or other source, including, but not limited to, all actions sounding in tort, contract, and/or any doctrine of good faith and fair dealing.
Notwithstanding the foregoing, this Agreement is not intended to operate as a waiver or release of: (a) any unpaid base compensation for the current pay period; (b) qualified 401k retirement benefits that are vested, the eligibility and entitlement to which shall be governed by the terms of the applicable plan; (c) Executive’s rights to continued indemnification under the Company’s charter, bylaws or other operating documents and the Company agrees to maintain sufficient D&O coverage on Executive for as long as liability may exist; or (d) Executive’s rights under this Agreement. Moreover, nothing in this Paragraph 7 or this Agreement shall be interpreted
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to waive or extinguish any rights which — by express and unequivocal terms of law — may not under any circumstances be waived or extinguished including, without limitation, state unemployment or workers compensation claims or under the ADEA if those rights or claims arise after the date Executive signs this Agreement, nor preclude Executive from challenging the validity of this Agreement under the ADEA.
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Nothing in this Paragraph 10 is intended to limit or restrict any other rights or remedies Company may have by virtue of this Agreement or otherwise.
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[Remainder of Page Intentionally Left Blank.]
[Signature Page Follows.]
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Knowledge and Understanding
Executive acknowledges under penalties of perjury that: (a) Executive received this Agreement on March 5, 2025; (b) Executive has been, and is hereby, advised to consult with an attorney prior to executing this Agreement and has been given a reasonable amount of time within which to consult with an attorney; (c) Executive has been given a period of twenty‑one (21) days within which to consider this Agreement; (d) Executive has availed Executive of all opportunities Executive deems necessary to make a knowing, voluntary, and fully informed decision; (e) Executive has signed this Agreement free of duress or coercion; and (f) Executive is fully aware of Executive’s rights, and has carefully read and fully understands all provisions of this Agreement before signing.
Agreed to by: |
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ResCare, Inc. d/b/a BrightSpring Health Services |
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/s/ James Mattingly |
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By: /s/ Lisa Nalley |
James Mattingly Dated: April 11, 2025 |
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Lisa Nalley, CHRO Dated: April 14, 2025 |
Signature Page
Severance agreement