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): March 12, 2010 (March 11, 2010)
EMDEON INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-34435
(Commission File Number)
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20-5799664
(IRS Employer
Identification No.) |
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3055 Lebanon Pike, Suite 1000
Nashville, TN
(Address of Principal Executive Offices)
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37214
(Zip Code) |
(615) 932-3000
(Registrants telephone number, including area code)
NOT APPLICABLE
(Former name or former 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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 March 11, 2010, the Compensation Committee (the Compensation Committee) of the Board of
Directors of Emdeon Inc. (the Company) approved and adopted the Emdeon Management Bonus Program
(the Management Bonus Program).
The Management Bonus Program provides that the Companys executive officers and management
level employees will be eligible to participate. Participants in the Management Bonus Program will
have the opportunity to earn annual cash-based incentive compensation, in addition to their
salaries, up to a target bonus potential under the Management Bonus Program that will be calculated
as a percentage of the participants annual salary as of the end of each fiscal year. The target
percentages are generally aligned with the participants level and role within the Company.
Certain participant bonus potential amounts, however, may be set forth in written employment
agreements and the terms of such agreements shall be controlling. The amount of compensation
received under the Management Bonus Program will be tied to achievement of performance criteria
established annually based upon a combination of the objective performance of the Company and a
subjective evaluation of the individual participants performance. In certain cases, for those
employees whose job responsibilities are primarily related to a particular division, a portion of
the bonus potential will also be based on the objective performance of the operating division.
All grants, decisions, interpretations and administration with respect to Management Bonus
Program awards to Covered Officers, as defined in the Emdeon Inc. 2009 Equity Incentive Plan (the
Incentive Plan), will be administered as Performance Awards described in the Incentive Plan and
will be made solely by the Compensation Committee and consistently with Section 11 of the Incentive
Plan. For all participants, the Companys Chief Executive Officer (other than with respect to
himself) will make recommendations to the Compensation Committee regarding both the amount and
timing of any bonus payments, and the Compensation Committee will review and approve the Chief
Executive Officers recommendations.
For the year ending December 31, 2010, the Compensation Committee has determined that 55% of
the objective performance measures will be based on revenue targets and 45% will be based on EBITDA
targets. Subjective performance measures will be determined and evaluated by the participants
supervisor based on the participants level of responsibility and contribution to the Company.
The foregoing description of the Management Bonus Program is qualified in its entirety by
reference to the Management Bonus Program, a copy of which is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
10.1
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Emdeon Management Bonus Program |