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: November 14, 2017

(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))

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

On November 14, 2017, the Board of Directors (the “Board”) of Cotiviti Holdings, Inc. (the “Company”) elected Mr. R. Halsey Wise to serve as a Class I director of the Board and also appointed Mr. Wise to serve as a member of the Compensation Committee, effective December 1, 2017.

The Board reviewed and discussed the qualifications of Mr. Wise as a director nominee, and determined that he is an “independent director” in accordance with the New York Stock Exchange listing standards. 

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

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

Item 9.01    Financial Statements and Exhibits.

See Exhibit Index.

2

Exhibit Index

Exhibit Number	Description
99.1	Cotiviti Holdings, Inc. Press Release dated November 16, 2017

3

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: November 16, 2017

4

EX-99.1

Exhibit 99.1

Cotiviti Appoints R. Halsey Wise to Board of Directors

ATLANTA, GA, November 16, 2017 (BUSINESS WIRE)  – Cotiviti Holdings, Inc. (NYSE: COTV) (“Cotiviti”), a leading provider of payment accuracy and analytics-driven solutions primarily focused on the healthcare industry, today announced the appointment of R. Halsey Wise as an independent director of the Company, effective December 1, 2017.  Mr.  Wise’s appointment expands the Board to 10 directors, and he will be a member of the Company’s Compensation Committee.

"Halseyis an accomplished business leader and an experienced board member in both the public and private sectors,” said David Swift, Chairman of the Board of Directors. “Cotiviti will benefit from his independent perspective on leadership, technology and healthcare to create long-term value for our shareholders and clients.”

CEO Doug Williams stated, “Halsey has deep experience leading, managing, operating and creating value at companies of all sizes and stages, including most recently as CEO of the healthcare technology company, MedAssets.He has successfully built diverse leadership and management teams throughout his career. We look forward to benefiting from Halsey’s unique perspective.”  

Mr. Wise founded Lime Barrel Advisors,  a private investment and advisory services firm, in 2010. He most recently served as Chairman of the Board of Directors and CEO of Med Assets Inc., which was acquired by Vizient, Inc. and Pamplona Capital in 2016. He has also served as Chairman, President and CEO of Intergraph Corporation; CEO, North America of Solution 6 Holdings, Ltd; and President and Chief Operating Officer of Computer Management Sciences, Inc. Mr. Wise currently serves on the Board of Directors of Aspen Technology, Inc. (NASDAQ: AZPN).

Mr. Wise is a graduate of the University of Virginia, and received a Master's degree in Finance and Marketing from the J.L. Kellogg Graduate School of Management at Northwestern University.

About Cotiviti

Cotiviti is a leading provider of payment accuracy and analytics-driven solutions that helps risk-bearing healthcare organizations and retailers achieve their business objectives. Through a combination of analytics, technology and deep industry expertise, our solutions create insights that unlock value from the complex interactions between clients and their stakeholders. Cotiviti serves more than 20 of the top 25 U.S. healthcare payers and eight of the top 10 U.S. retailers. Cotiviti’s passion for creating unique client value drives our focus – Analytics. Insight. Value.

Investor and Media Contact:

Jennifer W. DiBerardino

Vice President, Investor Relations

203-642-0718

Investor.Relations@Cotiviti.com

Media@Cotiviti.com