[8-K/A] American Shared Hospital Services Amends Material Event Report

Rhea-AI Filing Summary

American Shared Hospital Services (AMS) has filed an amended Form 8-K to disclose the compensation package for its recently appointed Chief Executive Officer, Gary Delanois. The compensation committee approved an annual base salary of $425,000, up from $325,000, effective July 2, 2025. In addition, Mr. Delanois is eligible for a performance bonus targeting 50 percent of base salary under the 2025 Variable Compensation Plan. No other changes to employment terms, equity awards, or strategic initiatives were reported.

Insights

Corporate Governance Expert

TL;DR: Routine CEO pay update; negligible direct financial impact but clarifies compensation terms and board alignment.

The filing simply quantifies Mr. Delanois’ compensation following his April appointment. A $100k salary increase and a 50% target bonus are standard for micro-cap healthcare services firms and should not materially affect AMS’s cost structure or earnings trajectory. From a governance standpoint, timely disclosure in an 8-K/A demonstrates transparency and board oversight, but investors gain little insight into broader strategic priorities or performance metrics.

Form 8-K/A date of report 04-03-25 true 0000744825 0000744825 2025-04-03 2025-04-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

Amendment No. 1 

 

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 3, 2025

 

AMERICAN SHARED HOSPITAL SERVICES

(Exact Name of Registrant as Specified in Its Charter)

 

California		1-08789		94-2918118
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
601 Montgomery Street, Suite 850 San Francisco, California				94111
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s telephone number, including area code: (415) 788-5300 

 

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 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)) 

 

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

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
American Shared Hospital Services Common Stock, No Par Value		AMS		NYSE AMERICAN

 

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.

 

As previously disclosed, on April 3, 2025, American Shared Hospital Services (the “Company”) appointed Gary Delanois to serve as the Company’s Chief Executive Officer. At that time, the changes to Mr. Delanois’ compensation in connection with his appointment as Chief Executive Officer had not yet been determined. The Company is filing this amendment to the Current Report on Form 8-K filed on April 4, 2025 to disclose the compensation adjustments made in connection with Mr. Delanois’ appointment.

 

On June 26, 2025, the Company’s compensation committee determined that Mr. Delanois will receive an annual base salary of $425,000 effective July 2, 2025. Mr. Delanois’ previous annual base salary was $325,000. Mr. Delanois will also be eligible to receive a performance bonus based on the attainment of performance goals in 2025 pursuant to a Variable Compensation Plan with a target performance bonus equal to 50% of his base salary.

 

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.

   

		AMERICAN SHARED HOSPITAL SERVICES
		(Registrant)
Dated: July 2, 2025	By:	/s/ Raymond C. Stachowiak
		Raymond C. Stachowiak
		Executive Chairman of the Board

 

FAQ

What salary did American Shared Hospital Services (AMS) set for its CEO?

$425,000 annual base salary effective July 2, 2025.

How much can CEO Gary Delanois earn in bonuses for 2025?

He is eligible for a performance bonus targeting 50% of base salary under the Variable Compensation Plan.

Why did AMS file an amended Form 8-K (8-K/A)?

To disclose compensation details for Gary Delanois that were not determined when he was appointed CEO on April 3, 2025.

When does the new CEO compensation become effective?

The new salary takes effect on July 2, 2025.

Does the filing mention equity awards or other incentives?

No additional compensation elements beyond salary and the performance bonus were disclosed.

Is there any stated impact on AMS financial guidance?

No financial guidance changes or earnings impact were included in the filing.