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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 6, 2022
 

 
HealthStream, Inc.
(Exact name of Registrant as Specified in Its Charter)
 

 
Tennessee
000-27701
62-1443555
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
500 11th Avenue North, Suite 1000,
Nashville, Tennessee
 
37203
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrants Telephone Number, Including Area Code: 615-301-3100
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (Par Value $0.00)
HSTM
Nasdaq Global Select Market
 
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 Instructions 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))
 
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
 
On January 6, 2022, the Board of Directors (the “Board”) of HealthStream, Inc. (the “Company”) appointed Terry Allison Rappuhn as a member of the Board. It is contemplated that Ms. Rappuhn will commence service on the Board effective January 10, 2022. Ms. Rappuhn will be a Class III Director, and as such her term will expire at the 2024 annual meeting of the Company’s shareholders. Moreover, it is contemplated that Ms. Rappuhn will serve as a member of the Board’s Audit Committee.
 
Ms. Rappuhn will participate in the standard non-employee director compensation arrangements described in the Company’s 2021 proxy statement, filed with the Securities and Exchange Commission on April 6, 2021. There are no arrangements or understandings between Ms. Rappuhn and any other person pursuant to which she was selected to serve on the Board. There are no transactions and no proposed transactions between Ms. Rappuhn and the Company that would require disclosure under Item 404(a) of Regulation S-K.
 
The Company’s press release announcing the appointment is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit
Number
 
Description
99.1*
 
Press release dated January 11, 2022
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
     
 

*         Furnished herewith.
 
 

 
 
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 thereunto duly authorized.
 
 
    HealthStream, Inc.
     
Date: January 11, 2022
By:
/s/ Scott A. Roberts
   
Scott A. Roberts
   
Chief Financial Officer