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): February 5, 2009
METROPOLITAN HEALTH NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
0-28456 65-0635748
(Commission file number) (I.R.S. Employer Identification No.)
250 Australian Avenue, Suite 400
West Palm Beach, FL 33401
(Address of principal executive offices, including zip code)
(561) 805-8500
(Registrant's telephone number, including area code)
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))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
2009 Annual Bonus Plan
----------------------
On February 5, 2009, upon the recommendation of the Compensation
Committee (the "Committee") of the Board of Directors (the "Board") of
Metropolitan Health Networks, Inc. (the "Company"), the Board established the
target bonus amounts and the performance criteria applicable to the Company's
2009 bonus plan for executive officers and certain key management employees (the
"Bonus Plan").
The Bonus Plan is a performance-based, cash incentive plan designed to
promote the interests of the Company and its shareholders by providing employees
with financial rewards upon achievement of specified individual and team
business objectives, as well as helping the Company attract and retain key
employees.
All of the Company's executive officers, senior vice presidents and
vice presidents, including all of the "named executive officers", are eligible
to participate in the Bonus Plan (the "Eligible Participants").
For the Company's named executive officers, bonuses will be payable
under the Bonus Plan based upon the Company's consolidated income before income
taxes for the year ending December 31, 2009 ("2009 Consolidated IBIT"). For all
of the other Eligible Participants, bonuses will be payable under the Bonus Plan
based upon a formula that takes into account the 2009 Consolidated IBIT as well
as the subject participant's achievement of certain individual objectives.
For any bonus to be paid to any named executive officer under the Bonus
Plan, the Company must first achieve at least 85% (the "Threshold Goal") of its
target 2009 Consolidated IBIT (the "Target Goal"). Provided the Threshold Goal
is satisfied, the named executive officers shall receive some level of bonus.
Even if the Threshold Goal is not satisfied, an Eligible Participant, other than
the named executive officers, may be entitled to receive some level of bonus if
such participant achieves certain of his or her established individual
objectives.
In the event that the Company achieves the Target Goal, the named
executive officers will be entitled to receive a bonus (the "Target Bonus")
equal to the percentage of their base salary set forth below.
Title Percentage of Base Salary at Target
----- -----------------------------------
Chief Executive Officer 70%
Chief Financial Officer 50%
President and Chief Operating
Officer 50%
General Counsel 40%
Actual bonuses payable may be as high as 250% of the Target Bonus or as
low as zero depending on the Company's 2009 Consolidated IBIT.
Bonuses pursuant to the Bonus Plan are anticipated to be paid once the
Company completes the audit of its financial statements for the fiscal year
ending December 31, 2009.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Summary Description of 2009 Bonus Plan for Executive Officers
and Certain Key Management Employees.
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.
Date: February 11, 2009
METROPOLITAN HEALTH NETWORKS, INC.
By: /s/ Roberto L. Palenzuela
-------------------------------------
Roberto L. Palenzuela
Secretary and General Counsel