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): November 2, 2018
TABULA RASA HEALTHCARE, INC.
(Exact Name of Registrant Specified in Charter)
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Delaware |
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001-37888 |
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46-5726437 |
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228 Strawbridge Drive |
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Moorestown, New Jersey |
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08057 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (866) 648-2767
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 x
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. x
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On November 2, 2018, the Board of Directors (the “Board”) of Tabula Rasa HealthCare, Inc. (the “Company”) appointed Kathrine O’Brien as a director of the Company to fill an existing vacancy on the Board. Ms. O’Brien will serve as a Class I director, to serve until the 2020 annual meeting of stockholders or until her earlier resignation, retirement or other termination of service. It is contemplated that Ms. O’Brien may serve on certain committees of the Company’s Board, but no such committee appointments have been made at this time. The Board has determined that Ms. O’Brien is an independent director in accordance with applicable rules of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market. Ms. O’Brien will be compensated in accordance with the non-employee director compensation program of the Board, as described in the Company’s Proxy Statement filed with the SEC on May 1, 2018.
Ms. O’Brien, 56, has been a consultant since October 2018. Previously, she served as Vice President and General Manager for Skin and Marketing Services at Unilever, an international consumer goods company, from July 2014 to September 2018. Ms. O’Brien served as Vice President, Marketing Services, for Unilever from May 2012 to June 2014 and has worked in various other roles for Unilever since 1984. Over the course of her career, Ms. O’Brien has led marketing teams for personal care and foods, and she has served on the Lehigh Valley Hospital Network Board of Trustees and on the board of Cosmetic Executive Women. Ms. O’Brien received a Master of Business Administration from Columbia University and holds a Bachelor of Arts in Economics from Boston College. The Board believes that Ms. O’Brien’s extensive experience as a marketing executive will make her a valuable member of the Company’s Board.
In connection with her appointment, Ms. O’Brien will enter into the Company’s standard indemnification agreement, the form of which was previously filed with the Company’s Registration Statement on Form S-1 (Registration No. 333-208857) in connection with the Company’s initial public offering completed in October 2016. There is no other material Company plan, contract or arrangement in which Ms. O’Brien will participate in connection with her appointments. There are no arrangements or understandings between Ms. O’Brien and any other person pursuant to which Ms. O’Brien was selected as a director of the Company, and there is no family relationship between Ms. O’Brien and any of the Company’s other directors or executive officers. There are also no related party transactions between either of Ms. O’Brien and the Company.
Item 7.01 Regulation FD Disclosure.
On November 5, 2018, the Company issued a press release announcing the appointment of Ms. O’Brien to the Board. The Company is furnishing a copy of the press release, which is attached hereto as Exhibit 99.1.
The information provided in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed to be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Press release of Tabula Rasa HealthCare, Inc. issued November 5, 2018 |
SIGNATURE
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.
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TABULA RASA HEALTHCARE, INC. | |
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By: |
/s/ Dr. Calvin H. Knowlton |
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Dr. Calvin H. Knowlton |
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Chief Executive Officer |
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Dated: November 5, 2018 |
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Tabula Rasa HealthCare Appoints New Member to its Board of Directors
Senior CPG Marketing Executive Kathy O’Brien Joins Board
Moorestown, NJ (November 5, 2018) - Tabula Rasa HealthCare, Inc. (NASDAQ: TRHC), a healthcare technology company advancing the field of medication safety, appointed Kathrine O’Brien to its Board of Directors. The appointment occurred at TRHC’s meeting of the Board of Directors held on November 2, 2018 and was effective immediately.
Ms. O’Brien is a recognized consumer packaged goods (CPG) executive with 30 years of experience. Most recently she served as Vice President/General Manager for Skin and Marketing Services for Unilever Corporation headquartered in Englewood Cliffs, NJ. She had full P&L responsibility for a $1.5B business, leading a team of marketing professionals and controlling a multi-million annual marketing budget.
Ms. O’Brien led Unilever’s launch of the Dove Campaign for Real Beauty in the United States reaching more than five million young women with the campaign’s unique self-esteem programming. She also is a forerunner in digital and social media marketing, leading the Dove brand’s first ever brand partnership with Twitter. The campaign was recognized with two Cannes Lions and AdWeek’s Media Plan of the Year.
“Kathy O’Brien is a marketing innovator to which her successes attest,” said TRHC Chairman and CEO Calvin H. Knowlton, PhD. “She is a dynamic, inspirational leader that can effectively build strong and cohesive organizations and lead cross-functional teams. This skill set is exactly the kind of expertise a growing, expanding company like Tabula Rasa HealthCare should have to advise us at this juncture in our journey as we continue to grow. We enthusiastically welcome Ms. O’Brien to TRHC’s Board of Directors, and we believe she will be a valuable member of our Board.”
Recognized for her prowess in business and marketing, Ms. O’Brien received the 2015 Cosmetic Executive Woman Achiever of the Year award, the Top Women in Grocery 2012, Top 100 Irish Business People 2011 and Advertising Age Women to Watch 2010.
Ms. O’Brien will serve as a Class I director until the 2020 annual meeting of stockholders or until her earlier resignation, retirement or other termination of service. Ms. O’Brien’s appointment fills an existing vacancy on the Board. Ms. O’Brien graduated from Columbia University with a Master of Business Administration and Boston College with a Bachelor of Arts in Economics.
About Tabula Rasa HealthCare®
Tabula Rasa HealthCare (TRHC) is a leader in providing patient-specific, data-driven technology and solutions that enable healthcare organizations to optimize patient outcomes, lower healthcare costs and improve organizational performance. Medication risk management is TRHC’s lead offering, and its cloud-based software applications provide solutions for a range of payers, providers and other healthcare organizations. For more information, visit TRHC.com. Follow us on Twitter @TabulaRasaHC for up-to-date information.
Contact:
Media
Dianne Semingson
dsemingson@TRHC.com
T: 215-870-0829
Investor
Bob East or Asher Dewhurst
Westwicke Partners
443-213-0500
tabularasa@westwicke.com