Edgar Filing: Express Scripts Holding Co.

EXPRESS SCRIPTS HOLDING COMPANY

Date: January 15, 2016

/s/ Martin P. Akins

Martin P. Akins

Senior Vice President and General Counsel

Form 8-K

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): January 14, 2016

EXPRESS SCRIPTS HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-35490

45-2884094

(State or Other Jurisdiction of

Incorporation or Organization

(Commission

File Number)

(I.R.S. Employer

Identification No.)


One Express Way, St. Louis, MO		63121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: 314-996-0900

No change since last report

(Former Name or 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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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))

Item 5.02

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

On January 14, 2016, Gary G. Benanav, a member of the Board of Directors (the “Board”) of Express Scripts Holding Company (the “Company”), notified the Company that he intended to retire and resign from the Board effective immediately following the 2016 annual meeting of stockholders (currently scheduled for early May, 2016). Mr. Benanav also resigned from all Board committees effective January 14, 2016. Mr. Benanav indicated that his retirement stemmed from personal reasons and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. George Paz, Chief Executive Officer of the Company and Chairman of the Board noted appreciation for Mr. Benanav’s contributions and service to the Company.

SIGNATURE

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 thereunto duly authorized.