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): July 10, 2019
Change Healthcare Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38961 | 82-2152098 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3055 Lebanon Pike, Suite 1000
Nashville, Tennessee 37214
(Address of Principal Executive Offices) (Zip Code)
(615) 932-3000
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | CHNG | The Nasdaq Stock Market LLC | ||
| 6.00% Tangible Equity Units | CHNGU | The Nasdaq Stock Market LLC |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 10, 2019, the Board of Directors (the “Board”) of Change Healthcare Inc. (the “Company”), upon the recommendation of the Board’s Nominating & Governance Committee, increased the size of the Board from 10 to 11 directors and appointed Diana McKenzie as a new director of the Company, in each case, effective August 1, 2019. Ms. McKenzie will also serve on the Board’s Compliance Committee.
We are in the process of finalizing our director compensation program. When finalized, Ms. McKenzie will be entitled to the annual compensation paid to eligible non-employee directors. The Company also expects Ms. McKenzie to enter into the Company’s standard indemnification agreement for its directors.
| Item 7.01 | Regulation FD Disclosure. |
On July 16, 2019, the Company issued a press release announcing the appointment of Ms. McKenzie to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| Item 8.01 | Other Events. |
It is also anticipated that Change Healthcare LLC (the “Joint Venture”) will amend its Limited Liability Company Agreement to increase the size of its board of directors from 10 to 11 directors and appoint Ms. McKenzie as a new director of the Joint Venture, in each case, effective August 1, 2019.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of Change Healthcare Inc. dated July 16, 2019. | |
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.
| CHANGE HEALTHCARE INC. | ||
| By: | /s/ Loretta A. Cecil | |
| Name: Loretta A. Cecil | ||
| Title: Executive Vice President, General Counsel | ||
Date: July 16, 2019
Exhibit 99.1
Change Healthcare Names Diana McKenzie to Board of Directors
Nashville, Tennessee (July 16, 2019) — Change Healthcare Inc. (Nasdaq: CHNG), a leading independent healthcare technology company, announced today that Diana McKenzie has been appointed to the board of directors effective August 1, 2019. Ms. McKenzie is the former chief information officer (CIO) for Workday, Inc., a leading enterprise cloud-based ERP software company, and Amgen Inc., a manufacturer of human therapeutics. She also serves on the board of directors of MetLife, Inc. As a technology executive, Ms. McKenzie possesses a unique blend of digital, risk management and cybersecurity leadership experience gained from scaling and transforming global businesses spanning the life sciences, healthcare and software industries. As the first CIO at Workday, she built and led the IT and security organization to support the company’s growth, and as CIO at Amgen, she spent 12 years applying leading-edge analytics and technologies to further the company’s innovation and market position. Prior to joining Amgen, Ms. McKenzie served for 17 years at Eli Lilly and Company in a variety of IT leadership and cross functional roles.
“Diana is an accomplished technology and business leader who brings deep knowledge as an innovator, with nearly three decades of executive experience in information technology and security,” said Neil de Crescenzo, president and chief executive officer and a member of the board of directors. “I am thrilled to welcome Diana to Change Healthcare’s board of directors and look forward to her guidance and insights as Change Healthcare continues to grow its capabilities and serve its customers.”
“I look forward to working with the board of directors and leadership team at Change Healthcare to advance their strategy to serve patients, providers and health plans as a mission critical partner inspiring a better healthcare system,” said Ms. McKenzie.
Ms. McKenzie has been an active leader in various trade, technology and government organizations and has been recognized by the National Diversity Council as one of the nation’s Most Powerful Women in Technology and by the San Francisco Business Times on their Forever Influential Women’s list.
With the addition of Ms. McKenzie, the Change Healthcare board will be comprised of 11 directors, 10 of whom are independent.
About Change Healthcare Inc.
Change Healthcare is a leading independent healthcare technology company that provides data and analytics-driven solutions to improve clinical, financial and patient engagement outcomes in the U.S. healthcare system. We are a key catalyst of a value-based healthcare system, accelerating the journey toward improved lives and healthier communities. Learn more at changehealthcare.com.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. These forward-looking statements include any statements regarding the use of proceeds from the offerings. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Risk Factors” in Change’s registration statement relating to the offerings. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the registration statement. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Source: Change Healthcare Inc.
CHNG-IR
Contact
Kerry Kelly
External Communications
339-236-2756
kerry.kelly@changehealthcare.com
Evan Smith
Investor Relations
404-338-2225
Evan.Smith@changehealthcare.com