Back in the sad­dle again

Ear­ley, slated to leave Met­care, reap­pointed as chair

Modern Healthcare - - Regional News - Andis Robeznieks

In De­cem­ber 2009, Metropoli­tan Health Net­works—re­ferred to as Met­care— an­nounced that its chair­man and CEO, Michael Ear­ley, would step down on March 31. 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.

Ear­ley ap­pointed six new mem­bers to Met­care’s board.

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