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):  March 16, 2020 (March 16, 2020)

TIVITY HEALTH, INC.

(Exact name of registrant as specified in its charter)

(800) 869-5311

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

As previously disclosed, on February 25, 2020, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with HG Vora Capital Management, LLC (“HG Vora”), pursuant to which HG Vora has the right to designate two individuals to serve as directors of the Company. Pursuant to the Cooperation Agreement, effective March 16, 2020, the Company’s Board of Directors (the “Board”) appointed Erin L. Russell and Anthony Sanfilippo (collectively, the “New Directors”) as directors of the Company with terms expiring at the 2020 annual meeting of the Company’s stockholders. Ms. Russell will serve on the Audit Committee and Strategic Review Committee of the Board, and Mr. Sanfilippo will serve on the Nominating and Corporate Governance Committee and the CEO Search Committee of the Board.

The Board has determined that each of Ms. Russell and Mr. Sanfilippo is independent under applicable rules of the Nasdaq Stock Market and the Company’s corporate governance guidelines.

There are no family relationships between either of the New Directors and any previous or current officers or directors of the Company, and neither of the New Directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Further, except for the Cooperation Agreement described above, there is no arrangement or understanding between either of the New Directors and any other persons or entities pursuant to which either of the New Directors was appointed as a director of the Company.

The New Directors will participate in the Company’s standard compensation program for non-employee directors, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 12, 2019.

Item 7.01. Regulation FD Disclosure.

On March 16, 2020, the Company issued a press release announcing the appointment of the New Directors to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

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.

Date:  March 16, 2020