                 United States Court of Appeals
                            For the Eighth Circuit
                        ___________________________

                                No. 19-1393
                        ___________________________

                                     Sheila Main

                        lllllllllllllllllllllPlaintiff - Appellant

                                           v.

                                 Ozark Health, Inc.

                       lllllllllllllllllllllDefendant - Appellee
                                      ____________

                     Appeal from United States District Court
                 for the Eastern District of Arkansas - Little Rock
                                  ____________

                            Submitted: January 15, 2020
                               Filed: May 11, 2020
                                  ____________

Before COLLOTON, SHEPHERD, and ERICKSON, Circuit Judges.
                         ____________

SHEPHERD, Circuit Judge.

      Sheila Main brought this lawsuit against her former employer, Ozark Health,
Inc. (Ozark), alleging age and sex discrimination in violation of the Age
Discrimination in Employment Act of 1967 (ADEA), Title VII of the Civil Rights Act
of 1964 (Title VII), and the Arkansas Civil Rights Act of 1993 (ACRA). The district
court1 granted summary judgment in favor of Ozark. Having jurisdiction under 28
U.S.C. § 1291, we affirm.

                                         I.

       In October 2005, Ozark hired Main as the radiology manager for its medical
center in Clinton, Arkansas. At the time, Main was fifty-one years old and had her
bachelor’s degree in radiologic technology, her master’s degree in management, and
over thirty years of experience as a radiologic technologist and manager. Main’s
duties as radiology manager included managing and scheduling personnel, managing
the budget, working with the radiologists, administrating the Picture Archiving and
Communication System, performing quality control, managing and renegotiating
radiology department contracts, writing grants, and maintaining regulatory
compliance. Main’s non-managerial duties included performing mammographies,
filling in as an X-ray and CT scan technologist as needed, and handling equipment
repairs.

       In July 2012, Darrell Moore became Ozark’s chief operating officer and Main’s
direct supervisor. In his first conversation with Main, Moore asked whether Main
had a succession plan. Shortly thereafter, Moore asked Main if she thought Jamie
Cates, a male employee who is twenty-two years younger than Main and who was
working under Main’s supervision at the time, would be a good replacement for her.

      Moore asserted that, during his time as Main’s supervisor, he received several
complaints about Main’s behavior from radiology staff members and heads of other
departments. For example, he testified that, in 2013, Dawn Messer, a radiology staff
member, complained to him that Main was bullying her to obtain her ultrasound


      1
       The Honorable Susan Webber Wright, United States District Judge for the
Eastern District of Arkansas.

                                        -2-
certification.2 Also in 2013, an Ozark maintenance employee submitted a written
complaint against Main, claiming that she made the following comments to him while
he was installing cabinets in the radiology department: “[T]hose look like crap in
there”; “I don[’]t no [sic] see why it takes so long to install so few cabinets”; “I[’]m
sending Jerald[, the head of the maintenance department,] a nasty email”; and “Why
does it take two people to do that little of work.” Moore spoke to Main about the
maintenance employee’s complaint. He explained to her that, while he was “very
appreciative of [the] customer service” Main provided to her patients, Moore
expected her to treat all persons, including her fellow employees, in that same
manner.

       Moore also testified that, as Main’s supervisor, he experienced issues with
Main’s performance. He testified that two local clinics complained to him that they
were not receiving or were not able to access reports from the radiology department.
Moore noted, however, that Main resolved the issues after he spoke to her about
them. Moore also testified that Main failed to complete certain tasks he had given
her, such as providing him with benchmarking information, expanding ultrasound
coverage, and cross-training radiology staff. Despite these complaints and
performance concerns, Moore provided Main with positive end-of-year performance
evaluations for 2012, 2013, and 2014.

      On April 15, 2015, Brian Price, a representative from athenahealth, Inc.
(Athena), held a meeting at Ozark’s medical center to demonstrate Athena’s products
to Ozark. Main and Moore were both present at the meeting. During the meeting,


      2
       Moore testified that he also received complaints from three other radiology
staff members—Shantal Fikes, Jeffrey Donnow, and Jami Anne Johnson. However,
Moore explained that Fikes complained about Main denying her time-off request; she
did not complain about Main’s behavior. Further, Moore could not remember the
substance of Donnow’s and Johnson’s complaints, and he clarified that Johnson never
submitted an oral or written complaint to him directly.

                                          -3-
Main asked Price several questions about how Athena’s program could be used in the
radiology department. Moore testified that he considered Main’s questions at the
meeting to be patronizing and inappropriate. He explained that every time Price
responded to one of Main’s questions, Main would rebut his answer, sometimes by
interrupting him. Similarly, Jason Markle, Ozark’s head of information technology,
testified that Main’s questions made the meeting attendees uncomfortable and that he
observed Main repeatedly roll her eyes at Price’s responses to her questions. After
the meeting, Main sent Price an email to ask follow-up questions about Athena’s
products. At the end of her email, Main stated, “PS: we are Radiologic Technologists
not Radiology Technicians. You might want to pass that on.” Moore, who was
copied on the email, testified that he found the end of Main’s email to be
condescending.

       On June 3, 2015, Moore met with Main and informed her that he wanted a
change in management and to go in a “different direction.” Moore offered Main the
options of either retiring or being terminated. He added that, if Main announced her
retirement that day, Ozark would potentially allow her to perform as-needed work in
the radiology department. Main refused to retire and was terminated that day. Main
was sixty-one years old at the time. Immediately thereafter, Cates assumed Main’s
responsibilities. A few months later, Cates officially replaced Main as Ozark’s
radiology manager.

       Following her termination, Main filed a discrimination complaint with the
Equal Employment Opportunity Commission (EEOC). After the EEOC issued a
dismissal and notice of rights letter, Main filed this action in the district court
asserting the same claims as asserted in her EEOC complaint: that Ozark had




                                        -4-
terminated her employment based on her age and sex, in violation of the ADEA, Title
VII, and the ACRA.3

       Ozark moved for summary judgment on all claims, arguing that it had
terminated Main for a legitimate, nondiscriminatory reason—specifically, Main’s
history of rude and insubordinate behavior that culminated with the Athena meeting.
In response, Main argued that Ozark’s asserted reason for her termination was mere
pretext for age and sex discrimination. The district court granted summary judgment
in favor of Ozark, finding that Main failed to present a genuine issue of material fact
as to whether Moore honestly believed that Main was rude and inappropriate at the
Athena meeting. In addition, the district court found that Main must do more than
discredit Ozark’s reason for termination; she must also demonstrate that the
circumstances permit a reasonable inference of discriminatory animus. This appeal
follows.

                                          II.

      We “review[] de novo a grant of summary judgment,” Torgerson v. City of
Rochester, 643 F.3d 1031, 1042 (8th Cir. 2011) (en banc), “viewing the evidence and
drawing all reasonable inferences in the light most favorable to [Main], the
nonmoving party.” Kirkeberg v. Canadian Pac. Ry., 619 F.3d 898, 903 (8th Cir.
2010). “We will affirm if ‘there is no genuine dispute as to any material fact and the
movant is entitled to judgment as a matter of law.’” Lindeman v. St. Luke’s Hosp.
of Kan. City, 899 F.3d 603, 605 (8th Cir. 2018) (quoting Fed. R. Civ. P. 56(a)). Main
argues that the district court erred in granting summary judgment in favor of Ozark
because she offered evidence demonstrating a genuine issue of material fact as to


      3
       Main also brought claims under the Americans with Disabilities Act and the
Equal Pay Act. As expressly stated in her opening brief, Main does not challenge the
dismissal of those claims on appeal.

                                         -5-
whether Ozark’s proffered reason for Main’s termination is mere pretext for
intentional discrimination.

       Title VII and the ACRA prohibit employers from discriminating against
employees based on sex, see 42 U.S.C. § 2000e-2(a)(1); Ark. Code Ann. § 16-123-
107, and the ADEA prohibits employers from discriminating against employees based
on age, see 29 U.S.C. § 623. A plaintiff alleging discrimination under these statutes
may survive an employer’s motion for summary judgment by producing either direct
or circumstantial evidence of discrimination. See Gibson v. Am. Greetings Corp.,
670 F.3d 844, 855-56 (8th Cir. 2012) (noting plaintiff can present direct or
circumstantial evidence of age discrimination to survive motion for summary
judgment on ADEA claim); McCullough v. Univ. of Ark. for Med. Scis., 559 F.3d
855, 860 (8th Cir. 2009) (noting that Title VII and ACRA claims are “governed by
the same standards,” and that a plaintiff can present direct or circumstantial evidence
of sex discrimination to survive motion for summary judgment on such claims).
Where, as here, the plaintiff relies on circumstantial evidence only, she must proceed
under the three-step burden-shifting framework set forth in McDonnell Douglas Corp.
v. Green, 411 U.S. 792 (1973). See Gibson, 670 F.3d at 853-56 (analyzing Title VII,
ACRA, and ADEA discrimination claims under the McDonnell Douglas framework).

      At step one of the McDonnell Douglas framework, the plaintiff must establish
a prima facie case of discrimination. Kiel v. Select Artificials, Inc., 169 F.3d 1131,
1134-35 (8th Cir. 1999) (en banc). In its motion for summary judgment, Ozark
conceded that Main sufficiently alleged a prima facie case of age and sex
discrimination, and it does not argue otherwise on appeal. Therefore, we assume
without deciding that Main satisfied her burden at step one.

      At step two, the burden shifts to Ozark to articulate a legitimate,
nondiscriminatory reason for Main’s termination. See St. Mary’s Honor Ctr. v.
Hicks, 509 U.S. 502, 506-07 (1993). Ozark satisfied this burden by presenting

                                         -6-
evidence that Moore, the decisionmaker, terminated Main because of “[h]er rudeness
and insubordination [which] culminated in a meeting with Athena Health, . . . in
which she behaved abominably.” R. Doc. 37, at 1.

       At step three, “the burden shifts back to [Main] to show that [Ozark’s]
proffered reason is merely a pretext for intentional discrimination.” EEOC v. Prod.
Fabricators, Inc., 763 F.3d 963, 969 (8th Cir. 2014). Main’s “burden to show pretext
‘merges with the ultimate burden of persuading the court that [she was] the victim of
intentional discrimination.’” Torgerson, 643 F.3d at 1046 (quoting Tex. Dep’t of
Cmty. Affairs v. Burdine, 450 U.S. 248, 256 (1981)). Main argues that she has
demonstrated that a genuine issue of material fact exists regarding pretext by
producing evidence to show that Ozark’s asserted reason for her termination is
unworthy of credence. See id. at 1047 (noting that one way “a plaintiff may
demonstrate a material question of fact regarding pretext” exists is by “show[ing] that
the employer’s explanation is unworthy of credence because it has no basis in fact”
(internal quotation marks and alteration omitted)). Main alleges that she has made
this showing by presenting evidence disputing Ozark’s assertions that (1) she behaved
inappropriately at the Athena meeting and (2) she had a history of rude and
insubordinate behavior.

                                          A.

       Main first argues that she has demonstrated a genuine issue of material fact
exists as to pretext by showing that she did not behave inappropriately at the Athena
meeting. Specifically, Main presented her own testimony and the testimony of other
meeting attendees that she acted professionally and was neither rude nor
condescending, as well as Price’s declaration that he does “not recall anyone from
Ozark Health, either orally or in writing, treating [him] in a rude, condescending, or
unprofessional manner during or after” the Athena meeting.



                                         -7-
      While a plaintiff “may demonstrate a material question of fact regarding
pretext” by “show[ing] that the employer’s explanation is unworthy of credence
because it has no basis in fact,” id. (internal quotation marks and alteration omitted),
Main’s reliance on her own testimony and the testimony of others to show that she
was not rude or inappropriate at the Athena meeting indicates that she

      misunderstands what it means to prove the falsity of the employer’s
      explanation. If an employer, in explaining a termination, says it
      believed that the employee violated company rules, then proof that the
      employee never violated company rules does not show that the
      employer’s explanation was false. That proof shows only that the
      employer’s belief was mistaken. To prove that the employer’s
      explanation was false, the employee must show the employer did not
      truly believe that the employee violated company rules.

Pulczinski v. Trinity Structural Towers, Inc., 691 F.3d 996, 1003 (8th Cir. 2012).
While the testimony of other meeting attendees may show that those individuals did
not find Main’s behavior at the Athena meeting to be rude or inappropriate, that
evidence is insufficient to show a genuine issue of material fact exists as to whether
Moore, the decisionmaker, truly believed that Main’s behavior at the meeting was
rude or inappropriate.

      On appeal, Main argues that the legal principle explained in Pulczinski—that,
to show an employer’s explanation is unworthy of credence, an employee must show
the employer did not truly believe that the employee engaged in the conduct justifying
termination, which Main refers to as the “honest belief” rule—is inapplicable here
because Moore’s asserted reason for terminating Main is based on his first-hand
observations of Main at the Athena meeting. She argues that the “honest belief” rule
only applies when a decisionmaker relies on reports from third parties in taking an
adverse employment action. But we have never held that the applicability of this
“honest belief” rule is so limited, nor do we see a reason to limit its applicability in


                                          -8-
this case. The “honest belief” rule is really just an aspect of the plaintiff’s burden at
step three, and we apply it because “federal courts do not sit as a super-personnel
department that reexamines an entity’s business decisions.” Wilking v. County of
Ramsey, 153 F.3d 869, 873 (8th Cir. 1998) (alterations omitted) (quoting Harvey v.
Anheuser-Busch, Inc., 38 F.3d 968, 973 (8th Cir. 1994)). We have repeatedly
explained that “it is not our province to decide whether [the employer’s] reason was
wise, fair, or even correct, ultimately, so long as it truly was the reason for the
plaintiff’s termination.” Id. (quoting Giannopoulos v. Brach & Brock Confections,
Inc., 109 F.3d 406, 411 (7th Cir. 1997)). Therefore, while a plaintiff may establish
pretext by showing that the employer did not truly believe the employee engaged in
the conduct justifying termination, a plaintiff may not establish pretext simply by
showing that the employer’s “honest” belief was erroneous, unwise, or even unfair.
This is true regardless of whether the employer’s explanation is based on first-hand
knowledge or third-party reports.

      Here, while the testimony of other meeting attendees might show that Moore’s
observations of Main’s behavior at the Athena meeting were mistaken or unfair, the
testimony does not show that Moore did not truly believe that Main’s behavior at the
meeting was rude or inappropriate. Accordingly, Main has failed to demonstrate a
genuine issue of material fact exists regarding pretext.

                                           B.

       Main also argues that she has demonstrated a genuine issue of material fact
exists as to pretext by showing that she did not have a history of rude and
insubordinate behavior. She presented affidavits from current and former Ozark
employees stating that they never witnessed Main being rude, condescending, or
behaving inappropriately to anyone. As with the testimony of other Athena meeting
attendees, the fact that other Ozark employees did not consider Main to have a history
of rude and insubordinate behavior has no bearing on whether Moore, the

                                          -9-
decisionmaker, truly believed that Main had a history of rude and insubordinate
behavior. See McCullough, 559 F.3d at 861-62 (“The critical inquiry in
discrimination cases like this one is not whether the employee actually engaged in the
conduct for which he was terminated, but whether the employer in good faith
believed that the employee was guilty of the conduct justifying discharge.”).

      Main also presented her year-end performance evaluations from 2012 through
2014, which were prepared by Moore. She argues that these positive evaluations are
inconsistent with Moore’s decision to terminate her. But “evidence of a strong
employment history will not alone create a genuine issue of fact regarding pretext and
discrimination.” Strate v. Midwest Bankcentre, Inc., 398 F.3d 1011, 1020 (8th Cir.
2005). In any case, the culminating event that led to Main’s termination—the Athena
meeting—took place after Moore prepared these performance evaluations.
See Lindeman, 899 F.3d at 607 (noting that the favorable review was made prior to
the conduct justifying termination and finding that “a review issued without that
knowledge is irrelevant to whether [the employee] was actually terminated for the
given reason” (internal quotation marks and alteration omitted)). Therefore, the
evaluations are not inconsistent with the reason offered by Moore for his decision to
terminate Main.

      Main also argues that the fact that the performance evaluations do not mention
any complaints or concerns about her behavior affirmatively demonstrates that Ozark
invented a history of rude and insubordinate behavior. Similarly, she argues that the
general lack of documentation of a history of rude and insubordinate behavior is
evidence of pretext. In making this argument, Main relies on the Fifth Circuit’s
holding in Lloyd v. Georgia Gulf Corp. that a jury can reasonably infer pretext “when
an employer’s stated motivation for an adverse employment decision involves the
employee’s performance, but there is no supporting documentation[.]” 961 F.2d
1190, 1195 (5th Cir. 1992). Even if we were to agree with the Fifth Circuit’s holding,
the facts of this case are distinguishable from Lloyd and do not permit a jury to

                                        -10-
reasonably infer pretext. First, the employer in Lloyd “failed to produce a single
document to show that Lloyd’s supervisors were unsatisfied with his work.” Id. at
1194. Here, while Ozark’s documentation of Main’s history of rude and
insubordinate behavior is certainly limited, the record is not devoid of such evidence.
Ozark provided a June 4, 2013 written complaint4 from a maintenance employee
stating that Main told him that the cabinets he had installed “look like crap,” that she
did not “see why it [took] so long to install so few cabinets” or why it took “two
people to do that little of work,” and that she was “sending Jerald[, the head of the
maintenance department,] a nasty email.” Second, in Lloyd, the employer’s sole
reason for terminating Lloyd was his poor performance. See id. Here, as the district
court correctly noted, the culminating event that resulted in Main’s termination was
her behavior at the Athena meeting; Main’s history of rude and inappropriate
behavior simply provided the context in which Moore observed and interpreted that
behavior. As discussed above, Main failed to show that Ozark’s primary justification
for her termination is unworthy of credence. In light of these facts, a jury cannot
reasonably infer pretext simply from Ozark’s limited documentation of Main’s history
of rude and insubordinate behavior.

       Finally, Main attempted to demonstrate issues of fact regarding certain events
that Ozark cited as forming Main’s history of rude and insubordinate behavior. For
example, Main presented an email from Moore, dated December 8, 2014, to show that
she did, in fact, satisfy his request for benchmarking information. She also presented

      4
       The complaint is included in a report that consists of three pages: a cover page,
the maintenance employee’s written complaint, and Moore’s notes from his meeting
with Main about the complaint. Main argues that she has shown that the report was
fabricated, because the cover page on the report is dated June 14, 2015, which was
after her termination. However, the substantive portions of the report—the
maintenance employee’s complaint and Moore’s meeting notes—are dated June 4,
2013 and June 5, 2013, respectively. The cover page contains no material
information, and the fact that it is dated two years later does not demonstrate a
genuine issue of material fact regarding pretext.

                                         -11-
her own testimony to show that all radiologic technologists were cross-trained prior
to her termination. “Small factual disputes about the underlying events that made up
[Main’s history of rude and insubordinate behavior] could only create the
‘metaphysical’ kind of doubt that the Supreme Court decried in [Matsushita Electric
Industrial Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986)].” Hoffman v. MCA,
Inc., 144 F.3d 1117, 1125 (7th Cir. 1998). Even if there is a factual dispute as to
whether Main completed tasks requested of her, Main either admits or does not
dispute several other facts that provided Moore with ample grounds to find that Main
had a history of rude and insubordinate behavior, including the maintenance
employee’s complaint, Messer’s complaint, and the local clinics’ complaints.
Accordingly, Main has failed to show that Ozark’s assertion that she had a history of
rude and insubordinate behavior is unworthy of credence.

                                           C.

       Finally, even if we were to find that Main has shown that Ozark’s justifications
are unworthy of credence, Ozark would nonetheless be entitled to summary judgment.
“The ultimate question is whether the employer intentionally discriminated, and proof
that ‘the employer’s proffered reason is unpersuasive, or even obviously contrived,
does not necessarily establish that the plaintiff’s proffered reason . . . is correct.’ In
other words, ‘[i]t is not enough . . . to disbelieve the employer; the factfinder must
believe the plaintiff’s explanation of intentional discrimination.’” Reeves v.
Sanderson Plumbing Prods., Inc., 530 U.S. 133, 146-47 (2000) (quoting Hicks, 509
U.S. at 519, 524). “We have recognized that the showing of pretext necessary to
survive summary judgment requires more than merely discrediting an employer’s
asserted reasoning for terminating an employee.” Johnson v. AT&T Corp., 422 F.3d
756, 763 (8th Cir. 2005). Main “is also required to show that the circumstances
permit a reasonable inference to be drawn that the real reason [Ozark] terminated
[her] was because of” her age and sex. Id.



                                          -12-
        Main argues that the circumstances are sufficient to permit an inference of
discrimination because Moore asked Main about her succession plan in 2013, gave
her the option of retiring or being terminated, and replaced her with a male employee
who is twenty-two years her junior. However, the mere mention or suggestion of
retirement and, relatedly, a succession plan shows “no more than that [Moore] wanted
[Main] to leave” the company. Ziegler v. Beverly Enters.-Minn., Inc., 133 F.3d 671,
676 (8th Cir. 1998). Finally, that Main’s successor is male and twenty-two years
younger than her cannot, by itself, create an inference that Main was terminated based
on her sex and age. See Pottenger v. Potlatch Corp., 329 F.3d 740, 748 (9th Cir.
2003) (“Without more . . . the fact that Nelson[, the replacement,] was younger than
Pottenger[, the terminated employee,] does not create a triable issue of pretext.”);
Dunaway v. Int’l Bhd. of Teamsters, 310 F.3d 758, 767 (D.C. Cir. 2002) (“The . . .
decision to replace her with a younger woman is insufficient for a jury to conclude
that she lost out because of [her] age.” (internal quotation marks omitted)); Cianci
v. Pettibone Corp., 152 F.3d 723, 727 (7th Cir. 1998) (“While Cianci also points to
her replacement by a male as evidence of gender discrimination, this is simply
insufficient to demonstrate that Cianci’s gender motivated the decision to terminate
her.”).

     Main has failed to satisfy her burden at step three of the McDonnell Douglas
framework. Accordingly, Ozark is entitled to summary judgment on all claims.

                                         III.

      For the foregoing reasons, we affirm.
                      ______________________________




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