HealthSouth Commits to a Reimbursement Policy for Shareholder Proxy Nominations
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BIRMINGHAM, Ala., Oct. 26 /PRNewswire-FirstCall/ -- HealthSouth Corporation
(NYSE: HLS) today announced that its Board of Directors has authorized the
Company to amend its bylaws to adopt procedures relating to shareholder
nominations for the election of directors. At its October 22, 2009 regular
meeting, the Board approved the general terms of an amendment to the Company's
Bylaws that will provide for reimbursement of shareholder expenses in
connection with a proxy solicitation campaign, subject to certain conditions
including the Board's determination that reimbursement is consistent with its
fiduciary duties. The Board expects to adopt the final form of this Bylaw
amendment this week. The final amendment will be included in a Form 8-K to be
filed with the Securities and Exchange Commission when approved.
HealthSouth will become one of first public companies to adopt an alternative
to the various initiatives relating to proxy access.
"HealthSouth believes there is a close correlation between good governance and
good performance," said Jon F. Hanson, non-executive Chairman of the Board.
"By reimbursing shareholders under certain conditions for reasonable expenses
relating to director nominations, we believe we will further enhance director
accountability and permit shareholders to have a greater say in the running of
their company. This far-reaching amendment to our Bylaws will be good for our
shareholders, our Board and our Company."
The Board also approved the general terms of an executive compensation
recoupment, or clawback, policy. This policy will allow the Company in certain
instances to require return of any bonus or incentive compensation paid to a
member of senior management after January 1, 2010 if that officer engages in
certain misconduct. The final terms of the policy will be included in a Form
8-K to be filed with the SEC when approved.
"Given the history of HealthSouth under its prior management team, we believe
this Company should be innovative and a leader in corporate governance issues
among public companies," said Charles Elson, Director and Chairman of
Nominating and Corporate Governance Committee. "Based on my experience,
HealthSouth has become such a leader." Mr. Elson is the Edgar S. Woolard, Jr.
Chair in Corporate Governance and has served as the director of the John L.
Weinberg Center for Corporate Governance at the University of Delaware.
The Company's filings with the SEC will also be available after filing on the
Company's Web site www.healthsouth.com in the investor section.
About HealthSouth
HealthSouth is the nation's largest provider of inpatient rehabilitative
healthcare services. Operating in 26 states across the country and in Puerto
Rico, HealthSouth serves patients through its network of inpatient
rehabilitation hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies. HealthSouth strives to be
the nation's preeminent provider of inpatient rehabilitative healthcare
services and can be found on the Web at www.healthsouth.com.
Statements contained in this press release which are not historical facts are
forward-looking statements. In addition, HealthSouth may from time to time
make forward-looking public statements concerning the matters described
herein. All such forward-looking information speaks only as of the date
hereof, and HealthSouth undertakes no duty to publicly update or revise such
forward-looking information, whether as a result of new information, future
events, or otherwise. Such forward-looking statements are necessarily
speculations based upon current information and involve a number of risks and
uncertainties. While it is impossible to identify all such factors, factors
which could cause actual results to differ materially include, but are not
limited to, any adverse outcome of various lawsuits, claims, and legal or
regulatory proceedings that may be brought against the Company; significant
changes in HealthSouth's management team; changes in the regulation of the
healthcare industry at either or both of the federal and state levels;
competitive pressures in the healthcare industry and HealthSouth's response
thereto; general conditions in the economy and capital markets; and other
factors which may be identified from time to time in HealthSouth's SEC filings
and other public announcements, including HealthSouth's Form 10-K for the year
ended December 31, 2008 and Form 10-Q for the quarters ended June 30, 2009 and
March 31, 2009.
Media Contact
Andy Brimmer, 205-410-2777
Investor Relations Contact
Mary Ann Arico, 205-969-6175
maryann.arico@healthsouth.com
SOURCE HealthSouth Corporation
Media Contact, Andy Brimmer, +1-205-410-2777; or Investor Relations Contact,
Mary Ann Arico, +1-205-969-6175, maryann.arico@healthsouth.com
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