Business Context and Reporting Period
This Form 8-K Current Report was filed by DaVita Inc. on March 19, 2007, with the earliest event reported on that same date. The filing addresses corporate governance changes, specifically the election of a new director and the resignation of an existing director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Election of Director: The Board elected Willard Brittain, Jr. as a director, effective March 22, 2007. Mr. Brittain is the Chairman and CEO of Professional Resources on Demand and previously served as Chief Operating Officer at PricewaterhouseCoopers LLP for 28 years.
- Resignation of Director: C. Raymond Larkin informed the Company on March 19, 2007, that he will retire from the Board at the end of his term and will not stand for re-election at the upcoming annual meeting.
Guidance, Outlook, and Risks
Compensation and Independence: Mr. Brittain received an initial grant of options to purchase 15,000 shares of Company stock and will receive standard non-employee director compensation. A specific contingency exists regarding his tenure: Mr. Brittain has agreed to resign if the Audit Committee retains PricewaterhouseCoopers LLP as the independent registered public accounting firm and if the firm would not be considered "independent" under SEC rules due to his prior employment.
Related Party Transactions: The Company confirmed no material transactions exist between Mr. Brittain (or his immediate family) and the Company since the beginning of the last fiscal year.
Investor Verification Checklist
- Verify the independence status of PricewaterhouseCoopers LLP as the Company's auditor in light of Mr. Brittain's prior employment.
- Confirm the specific committee assignments for Mr. Brittain once determined by the Board.
- Review the attached Press Release (Exhibit 99.1) for additional details on the Board composition changes.
- Check the upcoming Annual Meeting proxy statement for the formal election results regarding Mr. Larkin's successor.