Current Report Filing (8-k)
28 Dezember 2020 - 10:06PM
Edgar (US Regulatory)
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): December 22, 2020
Change Healthcare Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38961
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82-2152098
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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424 Church Street, Suite 1400
Nashville, Tennessee 37219
(Address of Principal Executive Offices) (Zip Code)
(615) 932-3000
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CHNG
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The Nasdaq Stock Market LLC
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6.00% Tangible Equity Units
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CHNGU
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The Nasdaq Stock Market LLC
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On December 22, 2020, Roderick OReilly, Executive Vice-President and
President, Software and Analytics of Change Healthcare Inc., accepted the terms of an offer letter (the Offer Letter) summarizing the terms of his employment and compensation in connection with his transfer of employment from the United
States to Canada, effective on or after December 31, 2020. Mr. OReilly has voluntarily returned to Canada for personal reasons related to the COVID-19 pandemic, and all Canadian employees are statutorily required to be covered by an
employment agreement.
Pursuant to the Offer Letter, Mr. OReillys base salary will be $672,746 CAD (which is the equivalent of his
current US base salary in Canadian dollars), and he will continue to be eligible for an annual cash incentive bonus with a target amount of 85% of his annual base salary.
No new equity has been granted as part of the transition, but Mr. OReilly remains eligible for future equity grants.
The foregoing description of Mr. OReillys compensation arrangement does not purport to be complete and is qualified in its entirety by
reference to the Offer Letter, a copy of which is filed as an attachment to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein in its entirety.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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CHANGE HEALTHCARE INC.
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By:
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/s/ Loretta A. Cecil
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Name: Loretta A. Cecil
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Title: Executive Vice President, General Counsel
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Date: December 28, 2020
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