Current Report Filing (8-k)
June 27 2017 - 4:27PM
Edgar (US Regulatory)
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): June 27, 2017
EXPRESS SCRIPTS HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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001-35490
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45-2884094
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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One Express Way, St. Louis, MO
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63121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number including area code: 314-996-0900
No change since last report
(Former Name or 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 27, 2017, Express Scripts Holding Company (the Company) announced that its Board of Directors (the Board) had elected
Kathleen M. Mazzarella to fill a vacancy on the Board. Ms. Mazzarella currently serves as Chairman, President and Chief Executive Officer of Graybar Electric Company, Inc.
There are no arrangements or understandings between Ms. Mazzarella and any other person pursuant to which she was elected as a director.
Ms. Mazzarella will participate in the non-employee director compensation arrangements established by the Company for non-employee directors, as described under Corporate GovernanceDirectors Compensation in the
Companys proxy statement dated March 17, 2017 for its 2017 annual meeting of stockholders. No determination has been made concerning which committees Ms. Mazzarella will serve on as a member of the Board.
SIGNATURE
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
thereunto duly authorized.
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EXPRESS SCRIPTS HOLDING COMPANY
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Date: June 27, 2017
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By:
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/s/ Martin P. Akins
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Martin P. Akins
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Senior Vice President and General Counsel
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