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): October 28, 2020
The Pennant Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38900 | 83-3349931 | ||||||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
| 1675 E Riverside Drive, Suite 150, | ||||||||||||||||||||
| Eagle, | ID | 83616 | ||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant's telephone number, including area code: (208) 506-6100
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:
| ☐ | 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) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.001 per share | PNTG | Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 October 28, 2020, the Board of Directors (the “Board”) of The Pennant Group, Inc. (the “Company”) appointed Brent Guerisoli as President of the Company, to be effective January 1, 2021. Daniel Walker, who currently serves as Chief Executive Officer and President of the Company, will continue to serve as Chief Executive Officer following Mr. Guerisoli’s appointment.
Throughout his tenure at the Company, Mr. Guerisoli has helped develop dozens of leaders and directed the organization’s growth efforts across several states. After receiving his Master of Business Administration from the Walter A. Haas School of Business at the University of California, Berkeley, Mr. Guerisoli completed the executive training program and later served as a business manager at AT&T. Since joining the organization in 2012, Mr. Guerisoli has made significant contributions to the financial, clinical and cultural achievements of Cornerstone Healthcare, Inc. (“Cornerstone”), the Company’s home health and hospice portfolio company, and has played a key role in the organization’s overall leadership recruiting and training. Since 2018, Mr. Guerisoli has been serving as president of Cornerstone.
Following his appointment as President of the Company, Mr. Guerisoli will participate in the Company’s executive compensation bonus plan and continue to be eligible for stock-based compensation awards under the Company’s 2019 Omnibus Incentive Plan as well as eligible to receive generally the same benefits that are available to all employees of the Company. Compensation in connection with Mr. Guerisoli’s new role has not yet been finalized. There is no arrangement or understanding between Mr. Guerisoli or any other person pursuant to which he was selected as an officer, or any related party transactions between the Company and Mr. Guerisoli that are subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on October 29, 2020, regarding these events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
A copy of the Company’s press release relating to the announcement described in Item 5.02, dated October 29, 2020, is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |||||||
| Press Release of the Company dated October 29, 2020 | ||||||||
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.
| Dated: October 29, 2020 | THE PENNANT GROUP, INC. | |||||||||||||
| By: | /s/ DEREK J. BUNKER | |||||||||||||
| Derek J. Bunker | ||||||||||||||
| Chief Investment Officer, Executive Vice President and Secretary | ||||||||||||||
EX-99.1 Press Release
The Pennant Group Expands Leadership Team
EAGLE, Idaho, October 29, 2020 – The Pennant Group, Inc. (NASDAQ: PNTG), the parent company of the Pennant group of affiliated home health, hospice and senior living companies, today announced it will expand its leadership team, appointing Brent Guerisoli as Pennant’s new President, to be effective January 1, 2021. Daniel Walker, who has been serving as Pennant’s Chief Executive Officer and President since the organization’s spin-off from The Ensign Group, Inc., will continue to serve as Chief Executive Officer.
Throughout his tenure at Pennant, Mr. Guerisoli has helped develop dozens of leaders and directed the organization’s growth efforts across several states. After receiving his Master of Business Administration from the Walter A. Haas School of Business at the University of California, Berkeley, Mr. Guerisoli completed the executive training program and later served as a business manager at AT&T. Since joining the organization in 2012, Mr. Guerisoli has made significant contributions to the financial, clinical and cultural achievements of Cornerstone Healthcare, Pennant’s home health and hospice portfolio company, and has played a key role in the organization’s overall leadership recruiting and training. Since 2018, Mr. Guerisoli has been serving as president of Cornerstone Healthcare, helping lead the segment as it grew from 54 to 73 agencies and improved clinically and financially.
Commenting on the appointment, Mr. Walker said, “Brent has been a trusted partner to me for many years since Pennant was just a collection of small new business ventures at Ensign. His unique ability to recruit and develop Pennant leaders and his data-driven focus on financial and clinical excellence have been instrumental to our growth over the years. His influence is felt in all parts of the organization, and I could not be more pleased he has agreed to serve in this new position where his leadership, capabilities and vision will have a more pronounced impact on our future. It is a true privilege to partner with him as we help Pennant achieve even greater results.”
“I joined the organization because I was attracted to our operating model built around empowering and supporting local leaders that are seeking unique opportunities to build healthcare operations that provide life-changing service,” said Mr. Guerisoli. “This powerful model attracts leaders of all backgrounds and is the most important ingredient to our success. I am honored to serve as President of Pennant and look forward to supporting our current and new local Pennant leaders as we seek to be the provider of choice in healthcare communities across the country. As we stay committed to the principles that have helped us get to where we are today, our future prospects have never been brighter.”
Mr. Walker also announced that Brian Wayment, currently president of Pennant’s Midwest home health and hospice operations, will serve as president of Cornerstone Healthcare also effective
January 1, 2021. Mr. Wayment joined the organization in 2013, leading a successful home health and hospice transition in Idaho before spearheading the organization’s expansion into Oklahoma and other Midwestern markets. “Brian is a trusted Pennant leader that has consistently achieved success in all roles he’s been asked to assume. His ability to build teams at all levels that embody our core values and commit to achieving incredible results have prepared him well for this next opportunity,” commented Mr. Walker. To ensure a smooth transition in Cornerstone Healthcare, John Gochnour, Pennant’s Chief Operating Officer, will devote much of his time to supporting Mr. Wayment and our deep bench of home health, hospice and new business venture leaders in advancing Cornerstone’s clinical and operational development. As Mr. Gochnour lends additional support to Cornerstone, Chief Financial Officer Jenn Freeman and other key Pennant leaders—whose leadership has already played a critical role in the organization’s success to date—will assume greater responsibility for driving the Pennant Service Center resource teams as they continue to support our operational and clinical partners in the field.
“This is an exciting next step in Pennant’s growth story,” remarked Mr. Walker. “We often say that we are a leadership company that happens to operate in healthcare, and changes like this that open doors for leaders to step into new opportunities are natural and done methodically. As we continue to grow in a disciplined manner in all parts of the organization, we elevate high-performing leaders that exemplify our core values and attract new talented individuals seeking a Pennant experience. While we recognize the important role Brent and Brian have played and expect them to continue achieving success in their new roles, it is important to understand that we have a deep and growing lineup of high-caliber leaders that are committed to succeeding in their own operation and helping drive growth across all Pennant-affiliated operations.”
Mr. Walker noted that the remainder of Pennant’s management team will continue in their current positions and will support Mr. Guerisoli as he acclimates to his new role.
About Pennant:
The Pennant Group, Inc. is a holding company of independent operating subsidiaries that provide healthcare services through 73 home health and hospice agencies and 54 senior living communities located throughout Arizona, California, Colorado, Idaho, Iowa, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming. Each of these businesses is operated by a separate, independent operating subsidiary that has its own management, employees and assets. References herein to the consolidated "company" and "its" assets and activities, as well as the use of the terms "we," "us," "its" and similar verbiage, are not meant to imply that The Pennant Group, Inc. has direct operating assets, employees or revenue, or that any of the home health and hospice businesses, senior living communities or the Service Center are operated by the same entity. More information about Pennant is available at www.pennantgroup.com.
Contact Information
The Pennant Group, Inc.
(208) 506-6100
ir@pennantgroup.com
SOURCE: The Pennant Group, Inc.