Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced by Cano Health, Inc. (the “Company”), three directors have resigned from the Company’s Board of Directors (the “Board”). On March 30, 2023, Elliot Cooperstone, Lewis Gold and Barry Sternlicht (together, the “Directors”) resigned from the Board, effective immediately. At the time of resignation, Mr. Gold served on the Audit Committee and Compensation Committee and Mr. Sternlicht served on the Nominating and Corporate Governance Committee. Effective April 2, 2023, the size of the Board has been reduced to six (6) directors.
In their resignation letters, the Directors made certain statements expressing disagreements with the Company on matters relating to its operations, policies and practices. Specifically, the letters reflect disagreements with respect to the Company’s management leadership, strategic direction, board and corporate governance practices and policies.
The Company strongly disagrees with their representations about the Company and their assessment of Dr. Hernandez’s performance. The Company is also concerned about the disclosure of board confidences and deliberations. We believe the resignation letters are misleading to shareholders and undermine the Board’s ability to engage in the vigorous exchange of diverse views that is necessary for good governance. Our Board and management team devote considerable time and resources to analyzing the Company’s performance, operations, financial strength, and potential against the backdrop of the challenges the Company and the sector have faced. Our Board and management team remain confident in the Company’s mission and fundamentals, and believe in the Company’s continuing prospects for shareholder value creation. Our Board and management intend to continue to work diligently to improve operational execution, enhance cost discipline, and achieve positive free cash flow.
In accordance with the requirements of Item 5.02(a) of Current Report on Form 8-K, the Company has provided each Director with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
Forward-Looking Statements:
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to future events and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and could materially affect actual results, performance or achievements. Such forward-looking statements include, without limitation, our anticipated performance, operations, financial strength, potential, and prospects for long-term shareholder value creation, our anticipated results of operations, including our business strategies, our projected costs, prospects and plans, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “believes,” “foresees,” “forecasts,” “plans,” “intends,” “estimates” or other words or phrases of similar import, including, without limitation, (i) our belief that the letters are misleading to shareholders and undermine the Board’s ability to engage in the vigorous exchange of diverse views that is necessary for good governance; (ii) the Board and management team being confident in the Company’s mission and fundamentals, and their belief in the Company’s continuing prospects for shareholder value creation; and (iii) our plans to work diligently to improve operational execution, enhance cost discipline, and achieve positive free cash flow. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on our results of operations and financial condition. Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, changes in market or industry conditions, the regulatory environment, competitive conditions, and/or consumer receptivity to our services; changes in our strategy, future operations, prospects and plans; developments and uncertainties related to the Direct Contracting Entity program;