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):  November 15, 2016

HEALTHWAYS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19364	62-1117144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Cool Springs Boulevard Franklin, Tennessee	37067
(Address of principal executive offices)	(Zip Code)

(615) 614-4929

(Registrant's telephone number, including area code)

(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))

Item 8.01.  Other Events.

In the Annual Report on Form 10-K for the year ended December 31, 2015, Healthways, Inc. (the "Company") disclosed that on October 30, 2015, the Delaware Chancery Court (the "Court") entered an order that dismissed a case brought in 2012 by Milton Pfeiffer, a purported stockholder of the Company (the "Order") as moot. The Milton Pfeiffer complaint alleged, among other things, that the Company's Compensation Committee and Board of Directors (the "Board") violated the Company's 2007 Stock Incentive Plan by granting Ben R. Leedle, Jr., then Chief Executive Officer and President of the Company, certain discretionary performance awards in 2011 and 2012 (the "Pfeiffer Action"). The Board adopted resolutions to ratify the equity awards given to Mr. Leedle that were the subject of the Pfeiffer Action, and the Company sent notice of such ratification to stockholders on May 22, 2015 and May 25, 2015. The ratifications, which went unopposed, resolved the issues raised in the Pfeiffer Action. Accordingly, the Order dismissed the case as moot with prejudice with respect to Milton Pfeiffer but without prejudice to the proposed class. The Order preserved the right of counsel for Milton Pfeiffer to petition the Court for an award of fees. After negotiations, in order to eliminate the risk associated with the plaintiff's fee petition, the Company agreed to pay fees and expenses of plaintiff's counsel in the amount of $385,000 within ten days following the entry of an order closing the case. The order closing the case was entered on October28, 2016 (the "Closing Order"). The Closing Order requires this disclosure to be made pursuant to the Court's rules. The fee has not been approved or ruled upon by the Court.

A copy of the Order is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.In the Pfeiffer Action, plaintiff is represented by Brian E. Farnan and Michael J. Farnan of Farnan LLP, 919 N. Market Street, 12^th Floor, Wilmington, DE 19801, (302) 777-0300 and Shannon L. Hopkins and Sebastian Tornatore of Levi & Korsinsky, LLP,733 Summer Street, Suite 304,Stamford, CT 06901, (203) 992-4523; and defendants are represented by William M. Lafferty and D. McKinley Measley ofMorris, Nichols, Arsht & Tunnell LLP,1201 N. Market Street, Wilmington, DE 19801, (302) 658-9200 and Wallace W. Dietz, W. Brantley Phillips, Jr. and Joseph B. Crace, Jr. of Bass, Berry & Sims PLC,150 Third Avenue South, Suite 2800,Nashville, TN 37201, (625) 742-6200.

The information in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise explicitly stated in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits
Exhibit 99.1	Stipulation and [Proposed] Order Dismissing Action and Awarding Plaintiff's Counsel Attorneys' Fees and Expenses, dated October 24, 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.

HEALTHWAYS, INC.
By:	/s/ Mary Flipse
	Mary Flipse
	Chief Legal Officer

Date:  November 15, 2016

EXHIBIT INDEX

Exhibit 99.1 Stipulation and [Proposed] Order Dismissing Action and Awarding Plaintiff's Counsel Attorneys' Fees and Expenses, dated October 24, 2016.

EX-99.1

Exhibit 99.1

EFiled: Oct 28 2016 02:29PM EDT

Transaction ID: 59760903

Case No. 7831-VCMR

GRANTED WITH MODIFICATIONS

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

MILTON PFEIFFER, derivatively on behalf of HEALTHWAYS, INC.,

Plaintiff,C.A. No. 7831-VCMR

vs.

BEN LEEDLE, JR., JAY BISGARD, JOHN

BALLANTINE, THOMAS CIGARRAN,

MARY JANE ENGLAND, C. WARREN

NEEL, WILLIAM NOVELLI, WILLIAM

O'NEIL, JR., ALISON TAUNTON-RIGBY,

and JOHN WICKENS,

Defendants,

-and-

HEALTHWAYS, INC., a Delaware Corporation,

Nominal Defendant.

STIPULATION AND [PROPOSED] ORDER DISMISSING ACTION AND AWARDING PLAINTIFF'S COUNSEL

 ATTORNEYS' FEES AND EXPENSES

WHEREAS, on September 5, 2012, plaintiff Milton Pfeiffer ("Plaintiff") commenced the above-captioned action, derivatively on behalf of Healthways, Inc. ("Healthways" or the "Company") alleging breach of fiduciary duty against the Company's Board of Directors (the "Board") for exceeding their authority under Healthways' shareholder-approved 2007 Stock Incentive Plan (the "2007 Plan") by

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granting Ben Leedle, Jr., the Company's Chief Executive Officer and Board member, 434,436 stock options in excess of what was allegedly expressly authorized under the 2007 Plan.

WHEREAS, on November 2, 2012, Defendants moved to dismiss the Complaint, which the Court denied on November 8, 2013;

WHEREAS, Defendants answered the Complaint on February 21, 2014;

WHEREAS, on May 13, 2014, Plaintiff served his First Set of Document Requests on Defendants, which they responded to on July 21, 2014;

WHEREAS, on March 2, 2015, the Court granted the Parties' Stipulation and Order for the Production and Exchange of Confidential Information;

WHEREAS, on May 15, 2015, the Board adopted resolutions seeking to ratify the equity awards given to Leedle that were the subject of this Action and Healthways sent notice of such ratification to stockholders on May 22, 2015 and May 25, 2015, such ratification of which has not been challenged;

WHEREAS, on October 29, 2015, Plaintiff filed an unopposed Stipulation and [Proposed] Order of Dismissal, which the Court granted on October 20, 2015;

WHEREAS, Defendants have agreed to pay Plaintiff's attorneys' fees and expenses in the amount of three hundred eighty-five thousand dollars ($385,000);

WHEREAS, no compensation in any form has passed directly or indirectly to Plaintiff or his attorneys, except as set forth herein;

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NOW, THEREFORE, upon consent of the parties and subject to the approval of the Court:

IT IS HEREBY ORDERED this___day of ____, 2016 that:

1. The Action is dismissed, and all claims asserted therein are dismissed with prejudice only as to Plaintiff, individually, and without prejudice as to any actual or potential claims of any other putative class member;

2. The Company shall file this Stipulation and Order of Dismissal as an attachment to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 ("Form 10-Q") following the entry of this Stipulation and Order of Dismissal ("Order"). The Company will further provide notice of the dismissal and the agreement that Healthways will pay Plaintiff's attorneys' fees and expenses in the amount of three hundred eighty-five thousand dollars ($385,000) by including the description attached hereto as Exhibit A in Part II. Item 1 "Legal Proceedings" of the Form 10-Q;

3. The Company will file the Form 10-Q with the Securities and Exchange Commission on or about November 8, 2016;

4. The dismissal of this Action is final; and

5. The Court will no longer retain jurisdiction over this Action, and this Action is closed for all purposes.

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	FARNAN LLP
	/s/ Brian E. Farnan
	Brian E. Farnan (#4089)
OF COUNSEL:	Michael J. Farnan (#5165)
	919 N. Market Street, 12th Floor
LEVI & KORSINSKY, LLP	Wilmington, DE 19801
Shannon L. Hopkins	Tel: (302) 777-0300
Sebastian Tornatore
733 Summer Street, Suite 304	Attorneys for Plaintiff
Stamford, CT 06901
Tel: 203-992-4523
	MORRIS, NICHOLS, ARSHT & TUNNELL LLP
	/s/ D. McKinley Measley
OF COUNSEL:	William M. Lafferty (#2755)
	D. McKinley Measley (#5108)
BASS BERRY & SIMS PLC	1201 N. Market Street
Wallace W. Dietz	Wilmington, Delaware 19801
W. Brantley Phillips, Jr.	(302) 658-9200
Joseph B. Crace, Jr.
150 Third Avenue South; Suite 2800	Attorneys for Defendants Jay Bisgard,
Nashville, Tennessee 37201	John Ballantine, Thomas Cigarran, Mary
(615) 742-6200	Jane England, C. Warren Neel, William
	Novelli, William O'Neil, Jr., Allison
	Taunton-Rigby, John Wickens, and
October 24, 2016	Healthways, Inc.
	IT IS SO ORDERED this __ day of ________, 2016.
	Vice Chancellor Montgomery-Reeves

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This document constitutes a ruling of the court and should be treated as such.

Court:  DE Court of Chancery Civil Action

Judge:  Tamika Montgomery-Reeves

File & Serve Transaction ID: 59740180

Current Date:  Oct 28, 2016

Case Number:  7831-VCMR

Case Name:  CLOSED- CONF ORD ON DISC - Pfeiffer, Milton vs Ben Leedle Jr et al

Court Authorizer:  Montgomery-Reeves, Tamika

Court Authorizer

Comments:

1) The Notice shall be filed with the SEC as a standalone document in an 8-K filing.

2) The Notice shall provide contact information for counsel to plaintiffs and defendants so they can be reached if anyone has any questions or concerns.

/s/ Judge Montgomery-Reeves, Tamika