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HMA > SEC Filings for HMA > Form 8-K on 23-Feb-2009All Recent SEC Filings

Show all filings for HEALTH MANAGEMENT ASSOCIATES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HEALTH MANAGEMENT ASSOCIATES INC


23-Feb-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2009, the Compensation Committee of the Board of Directors of Health Management Associates, Inc. (the "Company") granted long-term incentive compensation awards to certain of the Company's named executive officers for the year ending December 31, 2009 (the "2009 Program"). The 2009 Program provides for contingent long-term incentive compensation in the form of cash payments and equity awards.

Under the 2009 Program, the Company's named executive officers receiving awards each have a long-term incentive target that is predicated on a percentage of their base salary. Targeted incentive compensation awards were granted by the Compensation Committee as follows: (i) restricted stock that vests based on service; (ii) restricted stock that vests based on the satisfaction of performance criterion; and (iii) cash based on the satisfaction of the same performance criterion. The predetermined performance criterion that will be reviewed for vesting purposes is an operational fiscal measure of the Company. Full vesting of awards under the 2009 Program also requires continuous employment with the Company over a four-year period.

The table below summarizes the February 17, 2009 awards under the 2009 Program.

                                                        Shares of
                                                     Restricted Stock      Targeted Cash
Executive Officer                                      Awarded (1)             Award

Gary D. Newsome,
President and Chief Executive Officer                         750,000     $     1,500,000

Robert E. Farnham,
Senior Vice President and Chief Financial
Officer                                                       116,667     $       233,333

Kelly E. Curry,
Executive Vice President and Chief
Administrative Officer                                        281,250     $       562,500

Timothy R. Parry,
Senior Vice President, General Counsel and
Corporate Secretary                                            72,917     $       145,833

(1) One half of each restricted stock award vests based on service and one half vests based on achievement of the performance criterion and service.

The 2009 Program awards were made under the Company's Amended and Restated 1996 Executive Incentive Compensation Plan (the "EICP"), a comprehensive executive compensation plan in which the Company's named executive officers, among others, may participate. A summary of the EICP is contained in the Company's definitive proxy statement dated March 31, 2008 under the heading "Proposal Two: Proposal to Amend and Restate the Health Management Associates, Inc. 1996 Executive Incentive Compensation Plan - Summary of the EIPC," which summary is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual EICP, which can be found at Exhibit A to the Company's definitive proxy statement dated March 31, 2008.


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