fs_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): May 15, 2009 (May 14, 2009)
FIVE
STAR QUALITY CARE, INC.
(Exact Name of
Registrant as Specified in Its Charter)
Maryland
(State or Other
Jurisdiction of Incorporation)
1-16817
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04-3516029
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(Commission
File Number)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 8.01. Other
Events.
At the Company’s annual meeting of
shareholders held on May 14, 2009, the shareholders elected Arthur G.
Koumantzelis, as an Independent Director in Group II, and Gerard M. Martin, as a
Managing Director in Group II, for an additional three year term of office until
the Company’s annual shareholders’ meeting in 2012 and when a successor shall
have been elected and qualified. Dr. Bruce M. Gans, as an Independent
Director in Group III with a term of office expiring in 2010, Barbara D.
Gilmore, as an Independent Director in Group I, and Barry M. Portnoy, as a
Managing Director in Group I, each with a term of office expiring in 2011 (and
in each case until a successor shall have been elected and qualified) continue
to serve as the Company’s other directors. On May 14, 2009, the Company
issued a press release announcing the preliminary results of voting by its
shareholders at the annual meeting. A copy of that press release is
attached hereto as Exhibit 99.1.
On May 14, 2009, the Company changed its
director compensation arrangements. A summary of the Company’s
currently effective director compensation arrangement is filed as Exhibit 10.1
hereto and is incorporated by reference herein.
On May 14, 2009, the Company granted
each of the Company’s directors 7,500 common shares, par value $0.01 per share,
valued at $2.36, the closing price of the Company’s common shares on the NYSE
AMEX on that day, pursuant to previously adopted director compensation
arrangements.
Item 9.01. Financial Statements
and Exhibits.
(d)
Exhibits.
The Company hereby files the following
exhibits:
10.1
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Summary of Director
Compensation
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99.1
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Press Release dated May 14,
2009
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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.
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By: /s/ Bruce
J. Mackey Jr.
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Name: Bruce
J. Mackey Jr.
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Title: President
and Chief Executive Officer
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Dated: May
15, 2009