fivestar_8k.htm
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): April 28, 2008 (April 24, 2008)
FIVE STAR QUALITY CARE,
INC.
(Exact Name of Registrant as Specified
in Its Charter)
Maryland
(State or Other Jurisdiction of
Incorporation)
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1-16817
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04-3516029
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(Commission File
No.)
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(IRS Employer Identification
No.)
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400 Centre Street, Newton, Massachusetts
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02458
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(Address of Principal Executive
Offices)
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(Zip
Code)
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617-796-8387
(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 24, 2008, Five
Star Quality Care, Inc., or the Company, announced that Francis R. Murphy III
has been elected by the Company’s board of directors to be its Treasurer and
Chief Financial Officer effective May 1, 2008. Mr. Murphy will
replace Bruce J. Mackey Jr., who will be stepping into the role of Chief
Executive Officer.
Mr. Murphy (age 49) has
served as the Company’s Director of Financial Services
since May 2007. Prior to joining the Company, Mr. Murphy spent more
than 10 years in finance and accounting positions, including most recently as Vice President
and Controller, with Harborside Healthcare Corporation, a healthcare business
which was based in Boston, Massachusetts until it was sold to Sun Healthcare
Group, Inc.
Mr. Murphy has no family
relationships with any director or executive
officer of the Company. On May 1, 2008, Mr. Murphy will also
become an officer of Reit Management & Research LLC, or
RMR. In addition to receiving
compensation paid by the Company, Mr. Murphy is expected to receive compensation
for his separate services to RMR from RMR and equity compensation from certain
companies affiliated with RMR. The Company has
contractual management agreements with RMR. For more information
with respect to the Company’s relationships with RMR, please see the information
set forth under “Related Person Transactions and Company Review of Such
Transactions” in of the Company’s Proxy Statement relating to its Annual Meeting
of Shareholders to be held on May 15, 2008. There are no other
transactions in which Mr. Murphy has an interest requiring disclosure under Item
404(a) of Regulation S-K.
The Compensation Committee
of the Company’s Board of Directors has approved an annual base salary of
$200,000 for Mr. Murphy. In connection with Mr. Murhpy’s election,
the Company expects to enter into its standard indemnification agreement with
Mr. Murphy. The indemnification agreement will be identical in all
material respects to the Company’s previously filed Representative
Indemnification Agreement, dated March 10,
2004.
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.
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FIVE STAR QUALITY CARE,
INC.
By: /s/ Bruce
J. Mackey Jr.
Name: Bruce
J. Mackey Jr.
Title:
Chief Financial Officer
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Date: April 28, 2008