Magellan Health Annual Report 2021

Magellan Health Annual Report 2021 Form 10-K (NASDAQ:MGLN) Published: April 29th, 2021 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ¨ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission File No. 1-6639 __________________________ MAGELLAN HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 58-1076937 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 4801 E. Washington Street 85304 Phoenix, Arizona (Zip Code) (Address of principal executive offices) Registrant’s telephone number, including area code: (800) 642-1716 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered Common Stock, par value $0.01 per share MGLN The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rul 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such ﬁles). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “accelerated filer, “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ 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. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x The aggregate market value of the Common Stock (“ common stock”) held by non-affiliates of the registrant based on the closing price on June 30, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1.8 billion. The number of shares of Magellan Health, Inc.’s common stock outstanding as of April 16, 2021 was 26,153,303. DOCUMENTS INCORPORATED BY REFERENCE: None EXPLANATORY NOTE Amendment No. 1 on Form 10-K/A This Amendment No. 1 on Form 10-K/A (the “ Amendment”) amends the Annual Report on Form 10-K of Magellan Health, Inc. (the “ company,” “we,” “us” or “our”) for the fiscal year ended December 31, 2020, which was originally filed with the U.S. Securities and Exchange Commission (the “ SEC”) on February 26, 2021 (the “Original Report” and, as amended by this Amendment, the “ 2020 Annual Report”), and is being filed to provide certain information required by Items 10, 11, 12, 13 and 14 of Part III and to update certain of the information included in the list of exhibits included in Item 15 of Part IV and the Exhibit Index of the 2020 Annual Report. The information required by Items 10 through 14 of Part III was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing this information will not be filed by us within 120 days after the end of the fiscal year covered by the 2020 Annual Report. The reference on the cover of the Original Report to the incorporation by reference to portions of a definitive proxy statement or amendment to our Form 10-K into Part III of the Original Report is hereby deleted. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act”), Part III, Items 10 through 15 of the Original Report are hereby amended with the addition of the disclosures set forth in this Amendment. This Amendment does not modify or update the other disclosures presented in the Original Report and does not reflect events occurring after the filing of the Original Report except as set forth in such Items 10 through 15. Accordingly, this Amendment should be read in conjunction with the Original Report and with our filings with the SEC subsequent to the Original Report. Pursuant to Rule 12b-5 under the Exchange Act, this Amendment also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto as Exhibits 31.3 and 31.4. Because no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Merger Agreement with Centene Corporation On January 4, 2021, the company entered into an Agreement and Plan of Merger (the “ Merger Agreement”) with Centene Corporation, a Delaware corporation (“Centene”), and Mayflower Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Centene (“ Merger Sub”). The Merger Agreement provides for, subject to the satisfaction or waiver of specified conditions, the acquisition of the company by Centene at a price of $95.00 per share of company common stock in cash. Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the company (the “Merger”), with the company surviving the Merger as a wholly owned subsidiary of Centene. The material terms and effects of the Merger are described in the company’s definitive proxy statement on Schedule 14A filed on February 19, 2021 (the “Merger Proxy Statement”). From and after the effective time of the Merger, the company’s common stock will no longer be outstanding, and various equity instruments described in this Amendment which were awarded for compensatory purposes will be treated as described in such proxy statement. 2 MAGELLAN HEALTH, INC. FORM 10-K/A Page Part III Item 10 – Directors, Executive Officers and Corporate Governance 4 Item 11 – Executive Compensation 8 Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 45 Item 13 – Certain Relationships and Related Transactions, and Director Independence 47 Item 14 – Principal Accounting Fees and Services 49 Part IV Item 15 – Exhibits, Financial Statement Schedules 50 Signature 51 3 PART III Item 10 – Directors, Executive Officers and Corporate Governance BOARD OF DIRECTORS As of the date of this Amendment, our Board of Directors (the “ board”) consists of nine members. The following table lists the age and committee memberships as of the date of this Amendment of each director. A description of each director’s business experience during the past five years is set forth in the next section, entitled “Directors” below. Director Name Age Committee Membership Since Independent? Steven J. Shulman 69 Chairman 2019 Yes Swati Abbott 57 Nominating/Corporate Governance (Chair); Compliance 2018 Yes Christopher J. Chen, M.D. 44 Audit; Nominating / Corporate Governance 2020 Yes Kenneth J. Fasola 61 N/A; CEO 2019 No Peter A. Feld 42 Management Compensation 2019 Yes Mural R. Josephson 72 Audit (Chair); Compliance 2020 Yes G. Scott MacKenzie 57 Management Compensation (Chair); Audit 2016 Yes Leslie V. Norwalk 55 Compliance (Chair); Management Compensation 2019 Yes Guy P. Sansone 56 Audit; Compliance; Nominating / Corporate Governance 2019 Yes Directors The company’s by-laws require a majority of directors to be independent in accordance with the listing standards of The NASDAQ Global Select Market (“Nasdaq”). Upon the recommendation and with the assistance of the Nominating/ Corporate Governance Committee, the board of directors has determined that, except for Mr. Fasola, who is the company’s chief executive officer, all directors who are currently serving are independent, as that term is defined by the Nasdaq listing standards. For a discussion of these independence standards see “Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence” below. Steven J. Shulman was first elected to the board in his current stint in 2019. He serves as the managing partner at Shulman Family Ventures, Inc., a healthcare private equity firm. He previously served as an operating partner at Water Street Healthcare Partners, LLC, a healthcare- focused private equity firm, from 2008 until March 2015; and Tower Three Partners LLC, another private equity firm, from 2008 until 2018.

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