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) June 23, 2014

athenahealth, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33689	04-3387530
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

311 Arsenal Street, Watertown, MA	02472
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 617-402-1000

________________________________________________________________________________
(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2014, the Board of Directors of athenahealth, Inc. (“athenahealth”) appointed Kristi Ann Matus, age 46, to the newly created position of Executive Vice President and Chief Financial & Administrative Officer, effective as of July 21, 2014.

In connection with her appointment, Ms. Matus will enter into an employment agreement and indemnification agreement with athenahealth. She will receive an annual base salary of $400,000 and will be eligible to participate in the athenahealth Executive Incentive Plan. For 2014, she will be eligible to receive a target cash bonus award of 80% of her base salary on a pro-rated basis. Ms. Matus will receive a $200,000 non-refundable signing bonus. In addition, subject to the approval of the compensation committee of the Board of Directors of athenahealth, Ms. Matus will receive 30,000 stock options and 40,000 restricted stock units, which will each vest as to 25% of those grants on each anniversary of the grant date. Ms. Matus will be entitled to annual consideration for long-term incentive compensation in the form of an equity award based on her individual performance rating. For 2014, her target equity award (expressed as a percentage of base salary) based on her individual performance rating is as follows: 275% for below, 450% for meets, and 675% for exceeds.

Under the terms of Ms. Matus’ employment agreement, if athenahealth terminates her employment without “cause” or if she resigns from her employment for “good reason” (as each term is defined in her employment agreement), then, subject to her execution and the effectiveness of a separation agreement containing a mutual release of claims between the parties and mutual covenants of cooperation, confidentiality, and non-disparagement, (1) Ms. Matus is eligible to continue to receive her base salary bi-weekly at the then-current rate for twelve months following the termination of her employment and (2) Ms. Matus’ stock options and restricted stock units granted at the commencement of her employment will continue to vest through the next scheduled vesting date following her termination of employment.

Ms. Matus served from March 2012 to July 2013 as Executive Vice President, Government Services of Aetna, Inc., one of the nation’s leading diversified health care benefits companies. Prior to Aetna, she held several senior leadership roles at United Services Automobile Association (“USAA”), including Executive Vice President and Chief Financial Officer from 2008 to 2012. She also previously served as Executive Vice President and Chief Operating Officer of Thrivent Financial Bank. She began her career at the Aid Association for Lutherans, where she held various financial and operational roles for over a decade. Ms. Matus obtained a Bachelor of Science summa cum laude from the University of Wisconsin Oshkosh in applied mathematics.

Effective as of July 21, 2014, Karl Stubelis will no longer serve as interim Chief Financial Officer of athenahealth. Mr. Stubelis will return to his role as Vice President and Corporate Controller of athenahealth and will continue to serve as athenahealth’s principal accounting officer.

A copy of the press release announcing the appointment of Ms. Matus is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by athenahealth, Inc. on June 24, 2014, 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 hereunto duly authorized.

	athenahealth, Inc.
	(Registrant)
June 24, 2014	/s/ DANIEL H. ORENSTEIN
	Daniel H. Orenstein
	SVP, General Counsel, and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by athenahealth, Inc. on June 24, 2014, furnished herewith.

EX-99.1

athenahealth Names Kristi Matus Executive Vice President and Chief Financial & Administrative Officer

Company Introduces Chief Financial & Administrative Officer Role, Expanding Responsibilities of Chief Financial Officer to Encompass Broader Operational Functions

WATERTOWN, MA – June 24, 2014 –athenahealth, Inc. (NASDAQ: ATHN), a leading provider of cloud-based services for electronic health record (EHR), practice management, and care coordination, today announced that Kristi Matus has been appointed executive vice president and chief financial & administrative officer, effective July 21, 2014. Ms. Matus most recently served as executive vice president of government services at Aetna, Inc. Ms. Matus brings nearly 25 years of financial and operational experience to athenahealth.

The chief financial & administrative officer role, a newly formed role at athenahealth, is an expansion of the chief financial officer role and responsibilities. In this newly established function, Ms. Matus will oversee and guide the re-alignment and build-out of the company’s infrastructure to support the company’s continued growth and expansion. In addition to all finance, risk management, compliance, and audit functions, she will be responsible for investor relations, human capital management, real estate, and internally facing information technology.

“We are thrilled to welcome Kristi, a seasoned CFO and proven leader, to the athenahealth team,” said Jonathan Bush, chairman and CEO, athenahealth. “Kristi’s strong background in finance and operations, combined with her passion for fixing health care, are the ideal combination to help support our growing business and position us for continued success. We look forward to learning from her tremendous experience and working together to take athenahealth to new heights.”

“I am excited and energized to join the athenahealth team and be part of its ongoing growth story,” said Matus. “athenahealth has a strong market position, but also has great potential to further establish cloud-based services across the health care industry. I am inspired by its mission and vision to improve health care through the application of technology and services that facilitate connectivity and preserve the sanctity of the provider and patient relationship. I look forward to working with the company’s talented team to drive results, serve its growing client base, and enhance shareholder value.”

Prior to Aetna, Ms. Matus held several senior leadership roles at USAA, including executive vice president and chief financial officer. She also served as president of the Association’s life insurance and investment management companies. She began her career at the Aid Association for Lutherans, where she held various financial and operational roles for over a decade. Ms. Matus graduated summa cum laude from University of Wisconsin Oshkosh, with a degree in applied mathematics.

About athenahealth, Inc.

athenahealth is a leading provider of cloud-based services for electronic health record (EHR), practice management, and care coordination. athenahealth’s mission is to be caregivers’ most trusted service, helping them do well doing the right thing. For more information, please visit www.athenahealth.com.

Forward-Looking Statements

This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the build-out of athenahealth’s infrastructure and the company’s future performance, growth, and shareholder value. These statements are neither promises nor guarantees, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. athenahealth undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances, or otherwise. For additional disclosure regarding these and other risks faced by athenahealth, please see the disclosure contained in our public filings with the Securities and Exchange Commission, available on the Investors section of our website at http://www.athenahealth.com and on the SEC's website at http://www.sec.gov.

Contact Info:

Holly Spring / Jillian Palash

athenahealth, Inc. (Media)

media@athenahealth.com

617-402-1631 / 617-402-6509

Dana Quattrochi

athenahealth, Inc. (Investors)

investorrelations@athenahealth.com

617-402-1329

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