In December 2009, Metropolitan Health Networks—referred to as Metcare—announced that its chairman and CEO, Michael Earley, would step down on March 31.
Regionals: Back in the saddle again
Earley, slated to leave Metcare, reappointed as chair
Last week, however, it was announced that Earley was reappointed and that six new directors have been appointed to its board after the resignation of five other board members.
“I think it’s fair to say there was some friction between me and the other directors, and I can’t say more than that,” Earley said in an interview.
A U.S. Securities and Exchange Commission filing dated April 23 noted that “certain large shareholders of the company informed the board of its opinion that the board should retain Mr. Michael Earley as chief executive officer and reconstitute the board.”
The filing noted that these large shareholders—whom Earley identified as Nicusa Capital Partners and Norman Pessin, a veteran New York investor—at the West Palm Beach, Fla., company also submitted an alternative slate of directors.
According to the filing, the directors did not believe these actions to be in the best interests of shareholders, but they also felt that it would not be in shareholders best interest to “engage in a proxy contest with the shareholders seeking to make the changes.”
To this end, board members David Florman, Eric Haskell, Karl Sachs, Robert Shields and Barry Zeman resigned effective 5 p.m., April 23, noting that their resignations were not “due to any form of disagreement with our operations, policies or practices,” according to the filing.
Earley then, as the only remaining board member, appointed Michael Cahr, Richard Franco, Casey Gunnell, Arthur Kowaloff, Mark Stolper and John Watts Jr. to the board to fill the new vacancies as well as the vacancy created by the resignation of Martin Harrison in March, the filing said.
Shareholders will vote on retaining the new board members at their meeting in July. Metcare has 185 employees and reported revenue of $317 million in 2008.
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