0001140361-11-030294.txt : 20110527 0001140361-11-030294.hdr.sgml : 20110527 20110527150549 ACCESSION NUMBER: 0001140361-11-030294 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110526 FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEIL WILLIAM C CENTRAL INDEX KEY: 0001190595 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 11877948 MAIL ADDRESS: STREET 1: C/O 1621 GALLERY BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHWAYS, INC CENTRAL INDEX KEY: 0000704415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 621117144 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 701 COOL SPRINGS BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6156144929 MAIL ADDRESS: STREET 1: 701 COOL SPRINGS BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HEALTHWAYS INC DATE OF NAME CHANGE: 20000322 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HEALTHCORP INC /DE DATE OF NAME CHANGE: 19940211 4 1 doc1.xml FORM 4 X0303 4 2011-05-26 0 0000704415 HEALTHWAYS, INC HWAY 0001190595 ONEIL WILLIAM C 701 COOL SPRINGS BOULEVARD FRANKLIN TN 37067 1 0 0 0 Restricted Stock Units 2011-05-26 4 A 0 3119 0 A 6645 D Option to Buy 16.03 2011-05-26 4 A 0 5509 0 A 2012-05-26 2021-05-26 Common Stock 5509 5509 D Options/restricted stock units vest 25% per year beginning on 05/26/2012. /s/ Alfred Lumsdaine, by power of attorney for William C. O'Neil 2011-05-27 EX-24 2 poa1.htm POWER OF ATTORNEY Unassociated Document

POWER OF ATTORNEY

 
Know all by these presents, that the undersigned hereby constitutes and appoints Alfred Lumsdaine, signing singly, the undersigned's true and lawful attorney-in-fact to:
 
 
(1)  
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Healthways, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
 
(2)  
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
 
(3)  
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
 
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of May, 2011.
 


/s/ William C. O’Neil
Signature

William C. O’Neil
Print Name