8-K - THC - Equibles

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: February 25, 2022

(Date of earliest event reported)

TENET HEALTHCARE CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada	1-7293	95-2557091
(State of<br> <br>Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification Number)

14201 Dallas Parkway

Dallas, TX 75254

(Address of principal executive offices, including zip code)

(469) 893-2200

(Registrant’s telephone number, including area code)

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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common stock, $0.05 par value	THC	NYSE
6.875% Senior Notes due 2031	THC31	NYSE

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 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 February 25, 2022, Tenet Healthcare Corporation (the “Company”) and Ronald A. Rittenmeyer entered into an Amendment (the “Amendment”) to the Amended and Restated Employment Agreement dated as of September 1, 2021 (the “Employment Agreement”). The Amendment extends the term of the Employment Agreement from December 31, 2024 through December 31, 2025, subject to earlier termination in accordance with the terms of the Employment Agreement, and extended the date through which Mr. Rittenmeyer will serve as Executive Chairman from December 31, 2022 to December 31, 2023. In addition, the Amendment provides that, between January 1, 2024 and December 31, 2025 when Mr. Rittenmeyer will serve as a senior advisor to the Chief Executive Officer and the Company’s board of directors (the “Subsequent Period”), in addition to the other compensation provided for in the Employment Agreement, Mr. Rittenmeyer will be eligible to receive an annual incentive payment based on an annual target bonus opportunity of no less than 100% of his base salary, which will be $750,000 pursuant to the terms of the Employment Agreement. If Mr. Rittenmeyer’s employment is terminated during the Subsequent Period by the Company without “cause,” by Mr. Rittenmeyer for “good reason,” or as a result of Mr. Rittenmeyer’s death or “disability” (each as defined in the Employment Agreement), the severance payable to him will also include the Prior Year Bonus, the Pro-Rata Annual Bonus, the Pro-Rata Target Bonus and the Pro-Rata Remaining Bonus (each as defined in the Employment Agreement), subject to the terms and conditions set forth in the Employment Agreement.

The summary of the Amendment contained herein is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No.	Description
10.1	Amendment No. 1 to Amended and Restated Employment Agreement between the Company and Ronald A. Rittenmeyer, effective as of February 25, 2022.
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TENET HEALTHCARE CORPORATION
Date: February 25, 2022	By:	/s/ Thomas Arnst
	Name:	Thomas Arnst
	Title:	Executive Vice President, Chief Administrative Officer and General Counsel

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (this “Amendment No. 1”), dated as of February 25, 2022 (the “Effective Date”), is entered into between Ronald A. Rittenmeyer (the “Executive”) and Tenet Healthcare Corporation (the “Company”).

RECITALS

WHEREAS, the Company and the Executive are parties to that certain Amended and Restated Employment Agreement, dated as of September 1, 2021 (the “Agreement”);

WHEREAS, pursuant to Section 16 of the Agreement, the Agreement may be amended or waived only with the prior written consent of the Company and Executive; and

WHEREAS, the Company and Executive desire to amend the Agreement as set forth herein, effective as of the Effective Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
Amendments.

(a) The first sentence of Section 1 of the Agreement is hereby amended and restated as follows:

“The Company agrees to employ Executive pursuant to the terms of this Agreement, and Executive agrees to be so employed, for a term commencing as of the Effective Date and ending on December 31, 2025 (the “Term”).”

(b) Section 2(a) of the Agreement is hereby amended and restated as follows:

“During the portion of the Employment Period commencing on the Effective Date and ending on December 31, 2023 (the “Initial Period”), Executive will serve as the Company’s Executive Chairman and Executive will report directly to the Board of Directors of the Company (the “Board”). During the Initial Period, Executive will also serve as the Executive Chairman of the Board. During the portion of the Employment Period from and after January 1, 2024 (the “Subsequent Period”), Executive will serve as a senior advisor to the Chief Executive Officer and the Board and perform senior-level advisory services as reasonably requested by the Chief Executive Officer and the Board for a period of time not to exceed eight (8) days per month.”

“Executive shall be eligible to receive an annual incentive payment (the “Annual Bonus”) based on a target bonus opportunity during the Initial Period of no less than 150% of Executive’s Base Salary and 100% of Executive’s Base Salary during the Subsequent Period, with the actual Annual Bonus amount calculated based upon the attainment of one or more performance-based objectives established by the Board or the Human Resources Committee thereof (the “Committee”) in its sole discretion.”

(d) Section 4(b)(v) of the Agreement is hereby amended and restated as follows:

“any Annual Bonus for any preceding fiscal year which, as of the Termination Date, has not been paid, and which would have been paid but for Executive’s termination of employment, such Annual Bonus to be paid at the same time as annual bonuses for such fiscal year are generally payable to other senior executives of the Company (the “Prior Year Bonus”);”

(e) Section 4(b)(vi) of the Agreement is hereby amended and restated as follows:

“a pro-rata portion of the Annual Bonus Executive would have earned for the performance year in which the Termination Date occurs based on actual performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the beginning of the performance period in which such termination occurs and the Termination Date, divided by 365 (the “Pro-Rata Annual Bonus”), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;”

(f) Section 4(b)(vii) of the Agreement is hereby amended and restated as follows:

“a lump sum payment equal to the sum of (x) a pro-rata portion of the Annual Bonus Executive would have earned for the performance year in which Termination Date occurs based on the higher of actual or target performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the Termination Date and the conclusion of the performance period in which such termination occurs, divided by 365 (the “Pro-Rata Target Bonus”), and (y) a pro-rata portion of the Annual Bonus for any performance year remaining during the Employment Period that begins following the Termination Date based on target performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the beginning of the performance year and the conclusion of the Term, divided by 365 (the “Pro-Rata Remaining Bonus”), payable on the first regularly scheduled payroll period following the Termination Date;”

Entire Agreement. This Amendment No. 1 shall only serve to amend and modify the Agreement to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Agreement which are not specifically modified, amended and/or waived herein shall remain in full force and effect and shall not be altered by any provisions herein contained. As of the Effective Date, this Amendment No. 1 shall supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Amendment No. 1 in any way other than the Agreement, the agreements referenced herein or in the Agreement, and any agreement which by its terms continues beyond the Executive’s termination of employment.
Amendment and Waiver. This Amendment No. 1 shall not be amended, modified or supplemented except by a written instrument signed by the parties hereto. The failure of a party to insist on strict adherence to any term of this Amendment No. 1 on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Amendment No. 1. No waiver of any provision of this Amendment No. 1 shall be construed as a waiver of any other provision of this Amendment No. 1. Any waiver must be in writing.

Binding Effect. This Amendment No. 1 shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Executive, and the successors and assigns of the Company.
Counterparts. This Amendment No. 1 may be executed and delivered (including by facsimile, “pdf” or other electronic transmission) in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the Effective Date.

TENET HEALTHCARE CORPORATION
By:	/s/ Thomas Arnst
Name:	Thomas Arnst
Title:	Executive Vice President, Chief Administrative
	Officer and General Counsel
RONALD A. RITTENMEYER
/s/ Ronald A. Rittenmeyer

[Signature Page to Amendment No. 1 to Employment Agreement]