8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 27, 2019

COMPUTER PROGRAMS AND SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-49796	74-3032373
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6600 Wall Street, Mobile, Alabama 36695

(Address of Principal Executive Offices, including Zip Code)

(251) 639-8100

(Registrant’s telephone number, including area code)

N/A

(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 communication 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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	CPSI	The NASDAQ Stock Market LLC

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 December 27, 2019, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Computer Programs and Systems, Inc. (the “Company”), the Board increased the size of the Board from nine directors to ten directors and elected Christopher T. Hjelm to fill the newly created directorship, effective December 27, 2019. Mr. Hjelm will serve as a Class III director, with a term expiring on the date of the Company’s annual meeting of stockholders in 2020, when he is expected to stand for re-election as a director. In connection with his election to the Board, Mr. Hjelm was appointed to the Compensation Committee of the Board. The Board has determined that Mr. Hjelm qualifies as “independent” under Nasdaq listing standards.

There are no arrangements or understandings between Mr. Hjelm and any other person pursuant to which Mr. Hjelm was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Hjelm and the Company. Mr. Hjelm will receive compensation for his Board service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Non-Management Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, 2019, as adjusted by the Board from time to time.

On January 3, 2020, the Company issued a press release announcing the election of Christopher T. Hjelm to the Board. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Description
99.1	Press release dated January 3, 2020

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.

	COMPUTER PROGRAMS AND SYSTEMS, INC.
Date: January 3, 2020	By:	/s/ J. Boyd Douglas
		J. Boyd Douglas
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:

Tracey Schroeder

Chief Marketing Officer

tracey.schroeder@cpsi.com

(251) 639-8100

CPSI NAMES CHRISTOPHER T. HJELM TO BOARD OF DIRECTORS

MOBILE, Ala. (January 3, 2020) – CPSI (NASDAQ: CPSI), a community healthcare solutions company, today announced that Christopher T. Hjelm has joined the CPSI Board of Directors as an independent director. On December 27, 2019, upon the recommendation of the Nominating and Corporate Governance Committee, the Board voted to expand the size of the Board from nine to ten directorship positions, and elected Hjelm to fill the newly created directorship. Hjelm will serve as a Class III director, with a term expiring on the date of the Company’s annual meeting of stockholders in 2020, when he is expected to stand for re-election as a director. In connection with his election to the Board, Hjelm was appointed to the Compensation Committee of the Board.

Hjelm brings over 25 years of experience as a C-Level technology leader to CPSI, with a history of heading strategic initiatives to drive innovation. He recently retired after serving 14 years with The Kroger Company, the largest supermarket chain in the United States, where he served most recently as Executive Vice President and Chief Information Officer. Prior to this position, he had a successful technology career with Fortune 100 and other high-growth e-commerce companies including FedEx, Cendant, Orbitz, eBay, Excite@Home, Zoho and Hughes Aircraft. Hjelm has been widely recognized as a technology leader, including designations by Premier 100 Technology Leaders, Computerworld, CIO Magazine, the Fisher-Hopper Prize for Lifetime CIO Leadership and the FedEx Five Star Award.

Hjelm currently serves on the board of Inky Technology Corporation and on the investment committees for Connetic Ventures and Cintrifuse. He previously served on the board of Kindred Healthcare, a publicly traded healthcare services company that through its subsidiaries operated hospitals and nursing homes and provided home health, hospice and other non-medical services. Hjelm also served on the board of RehabCare, a healthcare services company that provided therapy services across multiple settings. He has a bachelor’s degree in Computer Information Systems from Colorado State University and an honorary Ph.D. from Colorado Technical University.

Commenting on the announcement, Glenn Tobin, chairperson of the CPSI Board of Directors, stated, “We are pleased to have Chris Hjelm join the Company’s Board of Directors. He brings a full complement of technology experience and innovation leadership to CPSI, and we look forward to working together as we continue our evolution as a leading community healthcare solutions company and create greater value for our shareholders.”

“I am honored to join a company focused on shaping the future of community healthcare through the delivery of innovative solutions,” stated Hjelm. “My entire professional career has been focused on technology transformation and driving growth through innovation, and I am excited to have the opportunity to share my knowledge with the experienced management team and talented board members at CPSI.”

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CPSI Names Christopher Hjelm to Board of Directors

Page 2

January 3, 2020

Boyd Douglas, president and chief executive officer of CPSI, added, “Chris Hjelm is uniquely qualified to join the CPSI Board with his extensive background in information technology across many leading corporations and enterprises. His previous board leadership experience with other healthcare providers in a variety of care settings will also be invaluable to our team. We look forward to his insight and contributions, and we are confident he will play an important role in the future growth of CPSI.”

About CPSI

CPSI is a leading provider of healthcare solutions and services for community hospitals, their clinics and post-acute care facilities. Founded in 1979, CPSI is the parent of four companies – Evident, LLC, American HealthTech, Inc., TruBridge, LLC and Get Real Health. Our combined companies are focused on helping improve the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our customers. Evident provides comprehensive EHR solutions for community hospitals and their affiliated clinics. American HealthTech is one of the nation’s largest providers of EHR solutions and services for post-acute care facilities. TruBridge focuses on providing business, consulting and managed IT services, along with its complete RCM solution for all care settings. Get Real Health focuses on solutions aimed at improving patient engagement for individuals and healthcare providers. For more information, visit www.cpsi.com.

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