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 4, 2017
 
Diplomat Pharmacy, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Michigan	 	001-36677	 	38-2063100	
(State or Other Jurisdiction 	 	(Commission File Number)	 	(IRS Employer	
of Incorporation)	 	 	 	Identification No.)	
 
4100 S. Saginaw St.
Flint, Michigan 48507
(Address of Principal Executive Offices)  (Zip Code)
 
(888) 720-4450
(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 ( 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))

 

 
Item 5.02                                  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On April 4, 2017, the Board of Directors (the “Board”) of Diplomat Pharmacy, Inc. (the “Company”) appointed Dr. Regina Benjamin as a director of the Board.  Dr. Benjamin will serve as a Class III director to serve until the 2017 annual meeting of shareholders, at which time she will stand election for a three year term, or until her earlier resignation, retirement or other termination of service.  Dr. Benjamin was appointed to fill the vacancy left by the Company’s former chief financial officer and Board member.  Dr. Benjamin will be compensated in accordance with the non-employee director compensation program of the Board.  The Board has determined that Dr. Benjamin is an independent director.
 
Dr. Benjamin, age 60, is Former United States Surgeon General and a practicing family physician.  In July 2009, Dr. Benjamin was appointed as the 18 th  United States Surgeon General and served a four-year term. During such period, Dr. Benjamin served as the Chair of the National Prevention, Health Promotion, and Public Health Council, which consists of 17 cabinet-level Federal agencies that released the first ever National Prevention Strategy, a roadmap for health.   In addition, since September 2013, Dr. Benjamin has served as the NOLA.com/Times Picayune Endowed Chair in Public Health Sciences at Xavier University of Louisiana.  Dr. Benjamin is the founder and CEO of BayouClinic, Inc., a Federally Qualified Health Center Look-Alike clinic in Alabama which Dr. Benjamin founded in 1990.  From December 2013 through July 2015, Dr. Benjamin served on the board of directors of Alere Inc. (NYSE:ALR), a healthcare diagnostics company, where she served on the nominating and corporate governance committee.  Dr. Benjamin also currently serves on boards of directors of Kaiser Foundation Hospitals and Health Plan since 2015.  She was the associate dean for Rural Health at the University of South Alabama College of Medicine and served as the chair of the Federation of State Medical Boards of the United States from 2002 to 2003. In 2002, Dr. Benjamin became the first African-American female president of a state medical society in the United States when she assumed leadership of the Medical Association State of Alabama, a position she held until 2003.  She also served as chair of the AMA Council on Ethical and Judicial Affairs from 2003 until 2009 and as president of the American Medical Association Education and Research Foundation from 1997 until 1998. Dr. Benjamin was the first physician under the age of 40 and the first African-American woman to be elected to the American Medical Association Board of Trustees in 1995. In 1992, she was chosen as a Kellogg National Fellow and in 1998 she was chosen as a Rockefeller Next Generation Leader.  Dr. Benjamin is a member of the Institute of Medicine and a fellow of the American Academy of Family Physicians.
 
Dr. Benjamin has approximately 30 years of experience as a practicing family physician and has served in leadership roles at the highest levels of the US government and in the healthcare field. Dr. Benjamin also has significant financial experience, having served on the finance committee of several healthcare, educational and charitable organizations and on the audit committee of the Robert Wood Johnson Foundation.  In particular, Dr. Benjamin’s experience as the United States Surgeon General is a unique and valuable qualification which provides her with insight into governmental practice, policy making and regulation.  In addition, her leadership positions with several healthcare industry associations and medical groups, as well as her practical experience as a family physician afford her valuable perspectives with respect to key partners of the Company, including patients, physicians, pharmaceuticals, health plans and regulatory agencies.
 
Item 9.01               Financial Statements and Exhibits.
 
(d)            Exhibits
 
Exhibit 99.1                               Company news release dated April 6, 2017
 
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SIGNATURE
 
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.

 	 	Diplomat Pharmacy, Inc.	
 	 	 	 	
 	 	By:	/s/ Philip R. Hagerman	
 	 	 	Philip R. Hagerman	
 	 	 	Chairman and Chief Executive Officer	
 	 	 	 	
Date: April 7, 2017	 	 	 	
 
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EXHIBIT INDEX

No.	 	Description	
 	 	 	
99.1	 	Company news release dated April 6, 2017	
 
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Exhibit 99.1

 

FOR IMMEDIATE RELEASE:	CONTACT:	
April 6, 2017	INVESTOR CONTACT:	
 	Bob East, Westwicke Partners	
 	443.213.0500 | diplomat@westwicke.com	
 	 	
 	MEDIA CONTACT	
 	Jenny Cretu, Diplomat	
 	810.768.9863 | press@diplomat.is	
 
Dr. Regina Benjamin Appointed to Diplomat’s Board of Directors
 
Former United States Surgeon General Adds Exceptional Experience
 
FLINT, Mich. — Diplomat Pharmacy, Inc. (NYSE: DPLO) , the nation’s largest independent specialty pharmacy, has appointed Former United States Surgeon General Regina Benjamin, MD, MBA, to its board of directors, effective immediately.
 
Dr. Benjamin, the 18th U.S. Surgeon General, will stand for election to the Diplomat board at its 2017 annual meeting. She will fill the vacancy created by the resignation of her predecessor on Dec. 31, 2016. With her appointment, the board will consist of seven directors, five of whom are independent.
 
Since 2013, Dr. Benjamin has served as the NOLA.com/Times Picayune Endowed Chair in  Public Health Sciences at Xavier University of Louisiana. As America’s Doctor from July 2009 to 2013, Dr. Benjamin provided the public with the best scientific information available on how to improve individual health and the health of the nation. While surgeon general she oversaw the operational command of 6,500 uniformed public health officers serving around the world to promote and protect the health of the American people. She also served as chair of the National Prevention Council, comprised of 17 cabinet-level federal agencies, and released the first ever National Prevention Strategy. Since founding BayouClinic in 1990, Dr. Benjamin has been recognized by a broad spectrum of organizations and publications on her way to becoming a leader in the worldwide advancement of preventive health care. She is also a member of the Kaiser Foundation Hospitals and Health Plan boards of directors.
 
She was the first physician younger than 40 and the first African-American woman elected to the American Medical Association Board of Trustees in 1995. Dr. Benjamin served as the associate dean for Rural Health at the University of South Alabama College of Medicine and chair of the Federation of State Medical Boards of the United States from 2002 to 2003. In 2002, she became the first African-American female president of a state medical society in the United States when she assumed leadership of the Medical Association State of Alabama.

 
“Dr. Regina Benjamin is a pioneer in the medical field, and we are excited to welcome her to Diplomat’s board of directors,” said Phil Hagerman, Diplomat CEO and chairman. “We believe her commitment to making a difference to one patient at a time embodies Diplomat’s patient-first approach. Further, her focus on overall wellness initiatives and population health supports Diplomat’s broader health care mission as we continue to grow.”
 
Ben Wolin, Diplomat’s lead director, added, “By adding Dr. Benjamin, an outstanding health care leader, to our board, we have continued to strengthen the breadth, qualifications, and skills of our directors. I know Dr. Benjamin will make an important and positive impact on our company.”
 
“I admire Diplomat’s focus on bringing personalized medication therapies to people with specialized needs through a high-touch service model, and I’m honored to be joining its board,” Dr. Benjamin said. “I have devoted my career to ensuring Americans receive the best possible health care, regardless of their financial situation, and find this mission echoed in the very fabric of Diplomat’s business culture and leadership. I look forward to building on this foundation with my fellow board members to make a difference in one person at a time.”
 
Dr. Benjamin graduated from Xavier University of Louisiana with a Bachelor of Science in chemistry. She received a Doctor of Medicine degree from the University of Alabama at Birmingham, as well as a Master of Business Administration from the Freeman School of Business at Tulane University. She attended Morehouse School of Medicine and completed her family medicine residency at the Medical Center of Central Georgia.
 
Dr. Benjamin is a member of the Institute of Medicine. She is a fellow of the American Academy of Family Physicians. She was chosen as a Kellogg National Fellow and a Rockefeller Next Generation Leader. In 1998, Dr. Benjamin was the United States recipient of the Nelson Mandela Award for Health and Human Rights. She received the 2000 National Caring Award and was recognized with the Papal honor Pro Ecclesia et Pontifice from Pope Benedict XVI. She was honored with a MacArthur Genius Award Fellowship in 2008, and in 2011, Dr. Benjamin received the Chairman’s Award during the worldwide broadcast of the 42nd NAACP Image Awards. In 2013, Reader’s Digest, ranked her amongst the “100 Most Trusted People in America.”
 
Forward-Looking Statements
 
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. These statements are qualified by important risks and uncertainties, many of which are beyond our control that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. For a discussion of such risks and uncertainties, you should review

 
Diplomat’s filings with the Securities and Exchange Commission, including “Risk Factors” in Diplomat’s Annual Report on Form 10-K for the year ended Dec. 31, 2016, and in subsequent reports filed with or furnished to the Securities and Exchange Commission. Except as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments or otherwise.
 
About Diplomat
 
Diplomat (NYSE: DPLO) serves patients and physicians in all 50 states. Headquartered in Flint, Michigan, the company focuses on medication management programs for people with complex chronic diseases. Diplomat opened its doors in 1975 as a neighborhood pharmacy with one essential tenet: “Take good care of patients and the rest falls into place.” Today, that tradition continues—always focused on improving patient care and clinical adherence. For more information, visit diplomat.is.
 
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