0001558370-16-008082.txt : 20160823 0001558370-16-008082.hdr.sgml : 20160823 20160823164523 ACCESSION NUMBER: 0001558370-16-008082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160819 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160823 DATE AS OF CHANGE: 20160823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cotiviti Holdings, Inc. CENTRAL INDEX KEY: 0001657197 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 460595918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 161847581 BUSINESS ADDRESS: STREET 1: 115 PERIMETER CENTER PLACE STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 770 379-2800 MAIL ADDRESS: STREET 1: 115 PERIMETER CENTER PLACE STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30346 8-K 1 cotv-20160819x8k.htm 8-K cotv_Current_Folio_8K_Director

 

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: August 19, 2016

(Date of earliest event reported)

 

Cotiviti Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

 

 

 

001-37787

 

46-0595918

(Commission File Number)

 

(IRS Employer Identification No.)

115 Perimeter Center Place

 

 

Suite 700

 

30346

Atlanta, GA 30346

 

 

(Address of principal executive offices)

 

(Zip Code)

 

(770) 379-2800

(Registrant’s telephone number, including area code)

 

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

(d)On August 19, 2016, the Board of Directors (the “Board”) of Cotiviti Holdings, Inc. (the “Company”) elected Mr. Ruben Jose King-Shaw Jr. to serve as a Class I director of the Company and also appointed Mr. King-Shaw to serve on the Audit Committee, effective August 19, 2016. Elizabeth Connolly Alexander, Class II director of the Company, who remains a director of the Company, will cease being a member of the Audit Committee, effective August 19, 2016.

The Board reviewed and discussed the qualifications of Mr. King-Shaw as a director nominee, and determined that he is an “independent director” in accordance with the New York Stock Exchange (“NYSE”) listing standards. The Board also determined that Mr. King-Shaw is an “independent director” under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, he is financially literate as required by NYSE Rule 303A.07, and qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Mr. King-Shaw will be compensated for his service as a director in the same manner as the Company’s other non-employee directors.

Mr. King-Shaw is not a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

 

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.

 

 

 

 

 

 

 

COTIVITI Holdings, Inc.

 

By:

/s/ JONATHAN OLEFSON

 

 

Name:

Jonathan Olefson

 

 

Title:

Senior Vice President, General Counsel and Secretary

 

 

Date: August 23, 2016