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 19, 2019
HMS HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-50194 | 11-3656261 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 5615 High Point Drive, Irving, Texas 75038 |
| (Address of Principal Executive Offices) (Zip Code) |
(214) 453-3000
(Registrant's telephone number, including area code)
Not Applicable
(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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock $0.01 par value | HMSY | The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
|
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2019, the Board of Directors (the “Board”) of HMS Holdings Corp. (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, appointed Katherine Baicker and Jeffrey Rideout as directors of the Company, effective June 20, 2019, each to serve for an initial term expiring at the Company’s 2020 annual meeting of shareholders and until his or her successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal from office. The Board has determined that Dr. Baicker and Dr. Rideout are each an “independent director” as defined in the Nasdaq Listing Rules. For their services as a director, Dr. Baicker and Dr. Rideout will participate in the Company’s standard compensation arrangements for non-employee directors, as described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2019. In addition, the Company expects to enter into an indemnification agreement with each of Dr. Baicker and Dr. Rideout in the form previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on August 6, 2018, pursuant to which the Company provides indemnification and advancement of expenses to indemnitees to the fullest extent permitted by applicable law, subject to the terms and conditions of the indemnification agreement. There are no arrangements or understandings between Dr. Baicker or Dr. Rideout and any other person pursuant to which Dr. Baicker or Dr. Rideout was selected as a director of the Company. Dr. Baicker and Dr. Rideout have no direct or indirect material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On June 20, 2019, the Company issued a press release announcing the appointment of Dr. Baicker and Dr. Rideout to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 7.01 — “Regulation FD Disclosure” of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) ExhibitsExhibit No. Description 99.1 Press Release of HMS Holdings Corp., dated June 20, 2019
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.
| HMS HOLDINGS CORP. | ||
| Date: June 20, 2019 | By: | /s/ Meredith W. Bjorck |
| Meredith W. Bjorck | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||
EXHIBIT 99.1
HMS Announces Appointment of Two New Board Members
IRVING, Texas, June 20, 2019 (GLOBE NEWSWIRE) -- HMS Holdings Corp. (Nasdaq: HMSY) today announced that Katherine Baicker and Jeffrey Rideout have been named to the Company’s Board of Directors, effective June 20, 2019. These appointments expand the Board to ten directors.
“We are pleased to welcome Kate and Jeff to the HMS Board,” said Bill Lucia, Chairman and CEO. “Both are accomplished leaders in their fields of expertise. Kate brings extensive experience in healthcare policy and economic research to our Board, and Jeff brings a deep understanding of managed care, health information technology, value-based care, and quality clinical outcomes practices. We look forward to benefitting from their unique, independent perspectives of the changing healthcare environment as we continue to successfully grow our business and create long-term value for our shareholders and clients.”
“I am honored and excited to join the HMS Board of Directors,” commented Dr. Baicker. “I look forward to working with the Board and management team as we pursue a shared goal of guiding HMS’ continued innovation and leadership in this crucial area of the healthcare system.”
“HMS has a proven executive team and a vast opportunity to leverage its data analytics capabilities to improve payment accuracy and clinical outcomes for its clients and the healthcare industry overall,” Dr. Rideout added. “I look forward to bringing valuable ideas and insights to the Board to help the Company realize even greater success.”
About Katherine Baicker
Dr. Baicker is Dean and the Emmett Dedmon Professor at the University of Chicago Harris School of Public Policy. She is a leading scholar in the economic analysis of health policy and currently serves as a research associate at the National Bureau of Economic Research. Dr. Baicker’s research has been published in journals such as the New England Journal of Medicine, JAMA, Science, Health Affairs, and the Quarterly Journal of Economics. She is an elected member of the National Academy of Medicine, National Academy of Social Insurance, and the American Academy of Arts and Sciences, and also serves on the Congressional Budget Office’s Panel of Health Advisers and on the Board of Directors of Eli Lilly. Previously, Dr. Baicker served as the C. Boyden Gray Professor of Health Economics at Harvard University and was Chair of Harvard T.H. Chan School of Public Health’s Department of Health Policy and Management. She also has served as a Senate-confirmed Member of the President’s Council of Economic Advisers, as a Commissioner on the Medicare Payment Advisory Commission, and as Chair of the Massachusetts Group Insurance Commission. Dr. Baicker earned a bachelor’s degree in Economics from Yale University and a Ph.D. in Economics from Harvard University.
About Jeffrey Rideout
Dr. Rideout is President and CEO of the Integrated Healthcare Association, a California-based multi-stakeholder leadership group that promotes quality improvement, accountability and affordability of health care. He is also a licensed physician in the State of California and holds academic appointments at Stanford University as a Consulting Professor, Department of Health Research and Policy, School of Medicine, and the University of California, Berkeley Haas School of Business, where he teaches on topics related to healthcare technology, services and innovation. Dr. Rideout also currently serves on the Board of Directors of Amedisys Corporation. Previously, he served as an independent consultant to several organizations, including as Senior Medical Advisor at Covered California, California’s State-based exchange, and as Senior Advisor to GE Ventures, where he focused on new business development related to Digital Health and Digital Therapeutics. Prior to that, Dr. Rideout had served as Chief Medical Officer for The TriZetto Group, a healthcare information technology company, as Chief Medical Officer of Cisco Systems and the global leader of Cisco’s Internet Business Solutions Group Healthcare Practice, and as SVP and Chief Medical Officer of Blue Shield of California. Dr. Rideout earned a bachelor’s degree in Biology from Stanford University, a master’s degree in Philosophy, Politics and Economics from Oxford University (U.K.) and a medical degree from Harvard University.
About HMS
HMS advances the healthcare system by helping payers reduce costs and improve health outcomes. Through our industry-leading technology, analytics and engagement solutions, we save billions of dollars annually while helping health plan members lead healthier lives. HMS provides a broad range of coordination of benefits, payment integrity, population risk analytics, care management and member engagement solutions that help move the healthcare system forward. Visit us at www.hms.com and follow us on Twitter at @HMSHealthcare.
| Investor Contact: | Media Contact: |
| Robert Borchert | Lacey Hautzinger |
| SVP, Investor Relations | Sr. Director, External Communications |
| robert.borchert@hms.com | lacey.hautzinger@hms.com |
| 469-284-2140 | 469-284-7240 |