Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.10M
2: EX-21.1 Subsidiaries List HTML 186K
3: EX-23.1 Consent of Expert or Counsel HTML 27K
7: EX-97 Clawback Policy re: Recovery of Erroneously HTML 45K Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
13: R1 Cover HTML 93K
14: R2 Audit Information HTML 32K
15: R3 Consolidated Balance Sheets HTML 147K
16: R4 Consolidated Balance Sheets (Parenthetical) HTML 47K
17: R5 Consolidated Statements of Operations HTML 144K
18: R6 Consolidated Statements of Comprehensive Income HTML 56K
(Loss)
19: R7 Consolidated Statements of Comprehensive Income HTML 29K
(Loss) (Parenthetical)
20: R8 Consolidated Statements of Stockholders' Equity HTML 92K
21: R9 Consolidated Statements of Cash Flows HTML 133K
22: R10 Organization and Summary of Accounting Policies HTML 127K
23: R11 Acquisitions, Disposals and Deconsolidations HTML 44K
24: R12 Property and Equipment HTML 45K
25: R13 Goodwill and Intangible Assets HTML 70K
26: R14 Long-Term Debt HTML 67K
27: R15 Leases HTML 160K
28: R16 Derivatives and Hedging Activities HTML 106K
29: R17 Earnings Per Share HTML 59K
30: R18 Income Taxes HTML 108K
31: R19 Equity-Based Compensation HTML 77K
32: R20 Employee Benefit Plans HTML 34K
33: R21 Other Current Liabilities HTML 39K
34: R22 Commitments and Contingencies HTML 41K
35: R23 Segment Reporting HTML 92K
36: R24 Subsequent Events HTML 30K
37: R25 Pay vs Performance Disclosure HTML 39K
38: R26 Insider Trading Arrangements HTML 33K
39: R27 Organization and Summary of Accounting Policies HTML 128K
(Policies)
40: R28 Organization and Summary of Accounting Policies HTML 95K
(Tables)
41: R29 Property and Equipment (Tables) HTML 42K
42: R30 Goodwill and Intangible Assets (Tables) HTML 96K
43: R31 Long-Term Debt (Tables) HTML 55K
44: R32 Leases (Tables) HTML 106K
45: R33 Derivatives and Hedging Activities (Tables) HTML 105K
46: R34 Earnings Per Share (Tables) HTML 53K
47: R35 Income Taxes (Tables) HTML 106K
48: R36 Equity-Based Compensation (Tables) HTML 67K
49: R37 Other Current Liabilities (Tables) HTML 39K
50: R38 Segment Reporting (Tables) HTML 93K
51: R39 Organization and Summary of Accounting Policies - HTML 65K
Narrative (Details)
52: R40 Organization and Summary of Accounting Policies - HTML 42K
Revenues by Service Type (Details)
53: R41 Organization and Summary of Accounting Policies - HTML 61K
Revenues by Sources (Details)
54: R42 Organization and Summary of Accounting Policies - HTML 37K
Non-Controlling Interests - Redeemable (Details)
55: R43 Organization and Summary of Accounting Policies - HTML 33K
Medicare Accelerated Payments and Deferred
Governmental Grants (Details)
56: R44 Organization and Summary of Accounting Policies - HTML 53K
Schedule of Carrying Amount and Fair Value of
Long-Term Debt (Details)
57: R45 Organization and Summary of Accounting Policies - HTML 51K
Variable Interest Entities (Details)
58: R46 Acquisitions, Disposals and Deconsolidations - HTML 74K
Acquisitions (Details)
59: R47 Acquisitions, Disposals and Deconsolidations - HTML 69K
Disposals and Deconsolidations (Details)
60: R48 Property and Equipment - Narrative (Details) HTML 44K
61: R49 Property and Equipment - Schedule of Property and HTML 53K
Equipment (Details)
62: R50 Goodwill and Intangible Assets - Narrative HTML 48K
(Details)
63: R51 Goodwill and Intangible Assets - Changes in HTML 35K
Carrying Amount of Goodwill (Details)
64: R52 Goodwill and Intangible Assets - Components of HTML 47K
Intangible Assets (Details)
65: R53 Goodwill and Intangible Assets - Future HTML 43K
Amortization of Intangible Assets (Details)
66: R54 Long-Term Debt - Schedule of Long-Term Debt HTML 68K
(Details)
67: R55 Long-Term Debt - New Credit Facilities (Details) HTML 95K
68: R56 Long-Term Debt - 6.750% Senior Unsecured Notes due HTML 53K
2025 (Details)
69: R57 Long-Term Debt - 10.000% Senior Unsecured Notes HTML 62K
due 2027 (Details)
70: R58 Long-Term Debt - Maturities of Debt Obligations HTML 47K
(Details)
71: R59 Leases - Narrative (Details) HTML 47K
72: R60 Leases - Schedule of Components of Right-of-use HTML 68K
Assets and Liabilities Related to Leases (Details)
73: R61 Leases - Lease Expense and Cash Flow Information HTML 56K
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74: R62 Leases - Maturities of Lease Liabilities (Details) HTML 67K
75: R63 Derivatives and Hedging Activities - Schedule of HTML 61K
Interest Rate Swaps and Interest Rate Caps
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76: R64 Derivatives and Hedging Activities - Narrative HTML 65K
(Details)
77: R65 Derivatives and Hedging Activities - Schedule of HTML 49K
Derivative Instruments in Statement of Financial
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78: R66 Derivatives and Hedging Activities - Pre-tax HTML 50K
Effect of Derivatives on AOCI and Statement of
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79: R67 Earnings Per Share - Reconciliation of Numerator HTML 81K
and Denominator of Basic and Diluted Earnings per
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81: R69 Income Taxes - Narrative (Details) HTML 54K
82: R70 Income Taxes - Income Tax Expense (Benefit) HTML 44K
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83: R71 Income Taxes - Income Tax Rate Reconciliation HTML 56K
(Details)
84: R72 Income Taxes - Temporary Differences and HTML 78K
Approximate Tax Effects of Deferred Tax Asset and
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85: R73 Income Taxes - Gross Unrecognized Tax Benefits HTML 32K
(Details)
86: R74 Equity-Based Compensation - Narrative (Details) HTML 96K
87: R75 Equity-Based Compensation - Restricted and HTML 52K
Performance Share-Based Activity (Details)
88: R76 Equity-Based Compensation - Summary of Options HTML 57K
Activity (Details)
89: R77 Employee Benefit Plans (Details) HTML 31K
90: R78 Other Current Liabilities (Details) HTML 40K
91: R79 Commitments and Contingencies (Details) HTML 44K
92: R80 Segment Reporting - Schedule of Segment Revenue HTML 90K
and Operating Income (Details)
93: R81 Segment Reporting - Assets and Cash Purchases of HTML 48K
Property and Equipment by Operating Segment
(Details)
94: R82 Subsequent Events (Details) HTML 40K
96: XML IDEA XML File -- Filing Summary XML 179K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
In accordance with the Rule 5608 of the Nasdaq Stock Market and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors of Surgery Partners, Inc., a Delaware corporation (the “Company”), has adopted this policy regarding the recovery of erroneously awarded Incentive-Based Compensation Received by Executive
Officers under certain circumstances (this “Policy”).
I. Defined Terms
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
1.1 Accounting Restatement means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred
to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement).
1.2 Award means an award of Incentive-Based Compensation, which generally is subject to vesting and/or performance conditions, or is granted based on satisfaction of performance conditions.
1.3 Committee means the Compensation, Culture and People Committee of the Board of Directors or such other committee designated by the Board of Directors.
1.4 Executive Officer
means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall at least include each executive officer who is or was identified pursuant to Item 401(b) of Regulation S-K, as well as the principal accounting officer (or, if there is no principal accounting
officer, the controller).
1.5 Financial Reporting Measures means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the Securities and Exchange Commission.
1.6 Incentive-Based
Compensation means any compensation that is granted, accrued or vested based wholly or in part upon the attainment of a Financial Reporting Measure of the Company.
1.7 Received means, with respect to any Incentive-Based Compensation, actual or deemed receipt, and Incentive-Based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation to the Executive Officer occurs after the end of that period.
1.8 Restatement
Date means the earlier to occur of (i) the date the Board of Directors, the Committee or the officers of the Company authorized to take such action if action by the Board of Directors is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
II. Authority to Recover Incentive-Based Compensation
2.1 Accounting
Restatement. In the event that the Company is required to prepare an Accounting Restatement, then the Company shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation Received by any Executive Officer in a manner consistent with the terms described in this Section 2.1.
(a)Amount to be Recovered. The amount of Incentive-based Compensation to be recovered shall be the amount Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received by an Executive Officer had it been determined based on the Accounting Restatement, and shall be computed without regard to any taxes paid.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement:
i.The amount shall be based on the Committee’s reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received; and
ii.The Company shall maintain documentation of such reasonable estimate and provide the relevant documentation as required to the Nasdaq.
(b)Incentive-Based Compensation
Performance Periods Subject to Recovery. The requirements of this Section 2.1 shall apply to all Incentive-Based Compensation Received by a person:
ii.After beginning service as an Executive Officer;
iii.Who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-Based Compensation;
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iv.While the
Company has a class of securities listed on a national securities exchange or a national securities association; and
v.During the three completed fiscal years immediately preceding the Restatement Date, as well as any stub period or transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of at least nine months shall count as a completed fiscal year).
2.2 General Terms for Recovery
(a)Effect
of Impracticability of Recovery. The Company is not required to recover erroneously awarded Incentive-Based Compensation to the extent that the Committee has made a determination that recovery would be impracticable and any of the following conditions are met:
i.The Committee determines that the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company shall make a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation, document such attempt(s), and provide such documentation to the Nasdaq; or
ii.Recovery would likely
cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.
(b)Method of Recovery. The Committee shall have the discretion to determine, based on the particular facts and circumstances, the appropriate means of recovery of Incentive-Based Compensation in accordance with this Policy including, but not limited to, (1) seeking reimbursement of all or part of an Award previously paid to the Executive Officer, (2) cancelling prior Awards, whether vested or unvested or paid or unpaid, (3) cancelling or setting-off against planned future Awards, and (4) any other method authorized by applicable
law or contract that the Committee deems reasonable. To the extent that an Executive Officer fails to repay to the Company when due all Incentive-Based Compensation subject to recovery under this Policy, the Company shall take all actions reasonable and appropriate to recover such Incentive-Based Compensation from the applicable Executive Officer.
III. Administration
3.1 Authority of Committee. This Policy shall be administered by the Committee. Except as limited by law, or by the governing documents and policies of the
Company, and subject to the provisions of this Policy, the Committee shall have full power, authority, and sole and exclusive discretion to construe, interpret and administer this Policy. In addition, the Committee shall have full and exclusive power to adopt such rules, regulations and guidelines for carrying out this Policy as it may
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deem necessary or proper, all of which power shall be executed in the best interests of the Company and in keeping with the objectives of this Policy.
3.2 Decisions Binding. In making any determination or in taking or not taking any action under
this Policy, the Committee may obtain and may rely on the advice of consultants, advisors and experts, including advisors otherwise engaged by the Company. Actions and decisions of the Committee under this Policy shall be in the Committee’s sole and absolute discretion and shall be conclusive and binding on all parties.
3.3 Prohibition on Indemnification. The Company shall not indemnify any Executive Officer against the loss of Incentive-Based Compensation under this Policy.
3.4 Acknowledgement. Each Executive Officer shall execute and deliver to the
Company an acknowledgement and agreement with respect to this Policy in the form attached hereto as Exhibit A. Additionally, the Committee may require that any employment agreement, equity award agreement or similar agreement shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy.
3.5 Other Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the
Company.
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Exhibit A
Acknowledgement and Agreement with Respect to Executive Compensation Recovery Policy
By my signature below, I acknowledge and agree that:
(A) I have received and read the attached Executive Compensation Recovery Policy (this “Policy”).
(B) I hereby agree to abide by all of the terms of this Policy both during and after my employment with the Company, including, without limitation, by promptly repaying
or returning any erroneously awarded Incentive-Based Compensation to the Company as determined in accordance with this Policy.
Signature:
Printed Name:
Date:
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Dates Referenced Herein and Documents Incorporated by Reference
