DE false 0000927066 0000927066 2020-09-07 2020-09-07





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 7, 2020




(Exact name of registrant as specified in its charter)




DE   1-14106   51-0354549

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

2000 16th Street

Denver, CO 80202

(Address of principal executive offices including Zip Code)

(720) 631-2100

(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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:


Trading symbol(s):


Name of each exchange on which registered:

Common Stock, $0.001 par value   DVA   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 7, 2020, the Board of Directors (the “Board”) of DaVita Inc. (the “Company”) adopted resolutions expanding the size of the Board from nine to ten members, and appointed Shawn M. Guertin as a member of the Board, to fill the newly created vacancy on the Board, in each case effective as of September 15, 2020. The Board also appointed Mr. Guertin to serve as a member of the Audit Committee of the Board effective as of September 15, 2020.

Mr. Guertin will receive the standard compensation and indemnification applicable to all other non-employee directors. We have described our Non-Employee Director Compensation Policy in our Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2020. The form of indemnification agreement we entered into with Mr. Guertin is an exhibit to our Current Report on Form 8-K filed with the SEC on December 20, 2006.

No arrangement or understanding exists between Mr. Guertin and any other person or persons pursuant to which he was selected as a director. The Company has not been a participant in any transaction since the beginning of its last fiscal year, and is not a participant in any currently proposed transaction, in which Mr. Guertin, or any member of his immediate family, had or will have a direct or indirect material interest.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 8, 2020       By:  

/s/ Kathleen A. Waters

        Kathleen A. Waters
        Chief Legal Officer