BrightSpring Health Services, Inc 8-K, filed Jun 20, 2025
BrightSpring Health Services, Inc. (BTSG)
About this 8-K
BrightSpring Health Services, Inc filed this 8-K on June 20, 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
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 20, 2025, Michael McMaude resigned as the President of Hospice Services of BrightSpring Health Services, Inc. (the “Company”), and the Chief Executive Officer of Abode Healthcare, Inc., a subsidiary of the Company (“Abode”), effective immediately (the “Effective Date”). Mr. McMaude is not resigning as a result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. As described below, Mr. McMaude will continue providing services to the Company as a consultant under the terms of the Resignation Agreement (as defined below).
In connection with Mr. McMaude’s resignation, Mr. McMaude and Abode have entered into that certain Resignation Agreement, dated as of June 20, 2025 (the “Resignation Agreement”). Pursuant to the terms of the Resignation Agreement, Mr. McMaude will serve as a non-employee consultant until the earlier of January 26, 2027, or until the Resignation Agreement is earlier terminated in accordance with its terms (such period, the “Consulting Period”).
Subject to Mr. McMaude’s timely execution and non-revocation of the Resignation Agreement, the Resignation Agreement provides for the following:
In return for these agreements, Mr. McMaude will provide a customary general release and waiver of claims. The Resignation Agreement also provides that Mr. McMaude will continue to be subject to the restrictive covenants contained in his existing employment agreement and in other agreements and, during the Consulting Period and for a period of one (1) year thereafter, Mr. McMaude will be subject to a non-competition agreement and during the Consulting Period and for a period of two (2) years thereafter, Mr. McMaude will be subject to a non-solicitation and non-hire restrictions of such employment agreement.
The foregoing summary of the Resignation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Resignation 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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10.1 |
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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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June 20, 2025 |
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/s/ Jennifer Phipps |
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Name: Title |
Jennifer Phipps |
Resignation Agreement
This Resignation Agreement (“Agreement”) is entered into by and between Abode Healthcare, Inc., a Delaware corporation (“Abode”), and Michael McMaude (“Executive”), wherein the parties agree as follows:
Resignation agreement Page 1
In consideration for such Consulting Services, and as long as Consultant provides such services, Abode will pay Consultant a consulting fee equal to $2,000.00 per month during the Consulting Period (with an additional $12,000.00 for the first forty-five (45) days of the Consulting Period) plus pre-approved expenses, if any (the “Consulting Fee”). Consultant will have no authority to bind the Company to any contractual obligations, whether written, oral or implied. Consultant agrees not to represent or purport to represent Company in any manner whatsoever to any third party. As part of this consulting relationship, Consultant agrees and acknowledges that the following additional restrictive covenants shall apply during the Consulting Period and for the additional period outlined below:
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The Separation Consideration reflects consideration provided to Executive over and above anything of value to which Executive is already is entitled. Notwithstanding anything herein to the contrary, Executive shall be entitled to Executive’s Base Salary through the Resignation Date and such employee benefits, if any, as to which Executive may be entitled under the retirement and health benefit plans of Company according to their terms (the “Accrued Rights”).
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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. Executive understands and agrees that Executive is releasing Company from any and all claims and is giving up the opportunity to recover any compensation, damages, or any other form of relief in any proceeding brought by Executive or on Executive’s behalf.
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; or (c) Executive’s rights to continued indemnification under the Company’s charter, bylaws or other operating documents and the Company agrees that you will continue to be covered by the Company’s directors and officers liability insurance policy as in effect from time to time to the same extent as other former directors and officers of the Company.; (d) Executive’s rights under this Agreement (e) any other Accrued Rights. Moreover, nothing in this Section 7 or this Agreement shall be interpreted 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, 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 Section 11 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 June 20, 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: Abode Healthcare, Inc.
/s/ Michael McMaude By: /s/ Jon Rousseau
Michael McMaude Jon Rousseau, Authorized Representative
Dated: June 20, 2025 Dated: June 20, 2025
Signature Page
Resignation agreement