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 11, 2008
METROPOLITAN
HEALTH NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Florida
(State
or
other jurisdiction of incorporation)
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0-28456
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65-0635748
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(Commission
file number)
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(I.R.S.
Employer Identification
No.)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
2008
Annual Bonus Plan
On
February 11, 2008, upon the recommendation of the Compensation Committee (the
“Committee”) of the Board of Directors of Metropolitan Health Networks, Inc.
(the “Company”), the Board of Directors of the Company established the target
bonus amounts and the performance criteria applicable to the Company's 2008
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.
For
any
bonus to be paid to any named executive officer under the Bonus Plan, the
Company must first achieve at least 80% of its target year-end consolidated
income after allocated overhead and before income taxes (the “Threshold Goal”).
Provided
the Threshold Goal is satisfied, bonuses will be payable to named executive
officers under the Bonus Plan based on a formula that takes into account the
Company's attainment of certain performance goals (the “Performance Goals”) and
the achievement by vice presidents and senior vice presidents (the
“Non-Executive Participants”) of certain individual objectives (the “MBOs”),
each of which objective is assigned a weighted value by the Compensation
Committee. Subject to the Company’s satisfaction of the Threshold Goal and the
attainment of at least some of the target results, the recipient can receive
some level of bonus.
The
Company has established Performance Goals with respect to the following measures
of operating performances (the "Performance Factors"):
| · |
the
provider service network segment's income before taxes and allocated
overhead for the fiscal year ending December 31,
2008;
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the
health maintenance organization segment’s income before taxes and
allocated overhead for the fiscal year ending December 31, 2008;
and
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aggregate
corporate overhead expenses for the year ending December 31, 2008.
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A
designated percentage of each executive officer’s bonus is attributable to the
average weighted value of the MBOs actually attained by each Non-Executive
Participant and the Company's relative success in meeting various established
milestones with respect to each Performance Factor.
In
the
event that the Company achieves the target threshold for each of the Performance
Factors and the MBOs satisfied by the Non-Executive Participants, on average,
exceed a target level, 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.
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Title
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Percentage
of Base Salary at Target
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Chief
Executive Officer
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60%
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Chief
Financial Officer
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50%
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President
of Provider Service Network
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50%
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General
Counsel
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40%
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Actual
bonuses payable may be as high as 200% of the Target Bonus or as low as zero
depending on the Company's and employees’ level of success with respect to the
Performance Factors and the MBOs.
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,
2008.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
10.1 Summary
Description of 2008 Annual 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 12, 2008
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METROPOLITAN HEALTH NETWORKS,
INC. |
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By:
/s/ Roberto L. Palenzuela |
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Roberto
L. Palenzuela |
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Secretary
and
General Counsel |