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): March 17, 2006 (March 13, 2006)
HEALTHSPRING, INC.
(Exact name of registrant as specified in charter)
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| Delaware
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001-32739
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20-1821898 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 44 Vantage Way, Suite 300
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| Nashville, Tennessee
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37228 |
| (Address of principal executive offices)
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(Zip Code) |
(615) 291-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On March 13, 2006, after consideration of presentations and recommendations of management and
such other matters and information as deemed appropriate, including the financial results of the
company for the year ended December 31, 2005 and the terms of the relevant employment agreements
previously filed with the SEC, the Compensation Committee of the Board of Directors of
HealthSpring, Inc. approved the following cash incentive bonuses relating to 2005 performance for
the following named executive officers:
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| Name |
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Title |
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Bonus |
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Herbert A. Fritch |
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President and Chief Executive Officer |
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525,000 |
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Jeffrey L. Rothenberger |
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Executive Vice President and Chief Operating Officer |
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400,000 |
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Kevin M. McNamara |
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Executive Vice President and Chief Financial Officer |
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$ |
350,000 |
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J. Murray Blackshear |
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Executive Vice President and President -- Tennessee Division |
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$ |
315,000 |
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