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): December 14, 2016

CONNECTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36778	58-2488736
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

18500 West Corporate Drive, Suite 250

Brookfield, WI 53045

(Address of principal executive offices, including zip code)

(262) 432-8282

(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 (see General Instruction 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))

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

On December 15, 2016, Connecture, Inc. (“Connecture”), announced that James P. Purko, the Company’s Chief Financial Officer and Secretary, will be leaving the Company effective December 31, 2016, to pursue other business opportunities.  The Company has commenced a search for a successor Chief Financial Officer.  A press release describing the foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

As a result of his separation, Mr. Purko is entitled to the benefits provided by the Separation Pay Agreement between Connecture and Mr. Purko, dated July 23, 2012, as amended from time to time (the “Separation Agreement”).  On December 14, 2016, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved amendments to the Separation Agreement to extend the period of severance that Mr. Purko is entitled to upon his termination without cause to a period of twelve months from the date of termination and to provide that Mr. Purko shall receive a $12,500 payment on his last day of employment.  The amendment to the Separation Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, on December 14, 2016, the Compensation Committee approved amendments to the terms of Mr. Purko’s outstanding stock options to provide that such options, to the extent vested, shall be exercisable for a period of 365 days following Mr. Purko’s separation from the Company.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	Amendment No. 2 to Separation Pay Agreement, dated December 14, 2016, by and among the Registrant and James P. Purko
99.1	Press Release dated December 15, 2016

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.

	CONNECTURE, INC.
Date: December 15, 2016	/s/ Jeffery A. Surges
	Jeffery A. Surges Chief Executive Officer and President

EX-10.1

 

Exhibit 10.1

AMENDMENT NO. 2TO

SEPARATION PAY AGREEMENT

This Amendment No. 2 to Separation Pay Agreement(this “Amendment”), dated as of December 14, 2016 (the “EffectiveDate”), isby and between Connecture, Inc., a Delaware corporation (the “Company”), and James P. Purko

(the “Executive”).

WHEREAS, the Executive andthe Company are parties to a Separation PayAgreement dated and effective as ofJuly23, 2012 and Amendment No. 1 to the Separation Agreement dated April 29, 2015 (the“SeparationAgreement”)pursuant to whichExecutive is entitled to nine (9)months’severance in the event of his termination withoutcause (as defined in the Separation Agreement); and

WHEREAS, the Executive andthe Companynow wish to amend the Separation Agreement to extend the period ofseverance that Executive is entitled to in the event of histermination without cause to a period of twelve (12)months from the date of termination and to provide that Executive will receive an additional cash payment on Executive’s last day of employment.

NOW, THEREFORE, the parties hereto hereby agree as follows, effective as of theEffectiveDate:

1. Section 3(B)(i) of the Separation Agreement is amended and restated in itsentirety to read as follows:

“make payments to Youin twelve (12) equal installmentsfor a period of twelve (12) months (the “Separation PayPeriod”) on the last day of each month (each such payment to be a “Separation Payment”). Each SeparationPayment shall be for an amount equal to one twelfth (1/12) of Your then-current annual base salary. If the lastday of the month falls on a weekend or a legal holiday, the respective Separation Payment will be paid on thebusiness day immediately preceding such day. Except as providedin the previous sentence, under nocircumstanceswill any Separation Payment to be made under thissub-paragraph be accelerated or deferred;”

2. Section 3(B)(ii) of the Separation Agreement is amended andrestated in its entirety to read as follows:

“reimburse Your and Your eligible dependents’ actual Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium under the Company’smajor medical group health plan on a monthly basis for a period of twelve (12) months; and”

3. Section 3(B)(iii) of the Separation Agreement is amended and restated in its entirety to read as follows:

“pay You a lump sum payment for Your accrued, unused vacation as of the date of termination (if applicable), well as a one-time payment of $12,500.”

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executedas of the EffectiveDate.

CONNECTURE, INC.

/s/ Jeffery A. Surges

Jeffery A. Surges

Chief Executive Officer and President

EXECUTIVE

/s/ James P. Purko

James P. Purko

Signature Page to Amendment to Separation Pay Agreement

EX-99.1

Exhibit 99.1

Connecture Announces Planned CFO Transition

BROOKFIELD, Wis. — December 15, 2016 — Connecture, Inc. (Nasdaq: CNXR) (the “Company”), a provider of web-based information systems used to create health insurance marketplaces, today announced that James P. Purko, Chief Financial Officer, will be leaving the Company at the end of the year to pursue other business opportunities. Mr. Purko will continue to serve as the Company’s chief financial officer through December 31, 2016.

The Company has commenced a search for a successor chief financial officer.

About Connecture

Connecture (NASDAQ: CNXR) is a leading web-based consumer shopping, enrollment and retention platform for health insurance distribution. Connecture offers a personalized health insurance shopping experience that recommends the best fit insurance plan based on an individual's preferences, health status, preferred providers, medications and expected out-of-pocket costs. Connecture's customers are health insurance marketplace operators such as health plans, brokers and exchange operators, who must distribute health insurance in a cost-effective manner to a growing number of insured consumers. Connecture's solutions automate key functions in the health insurance distribution process, allowing its customers to price and present plan options accurately to consumers and efficiently enroll, renew and manage plan members.

Media Contact:

Matt Schlossberg

Amendola Communications

mschlossberg@acmarketingpr.com

Phone: 630-935-9136

Source: Connecture