0001651561
false
0001651561
2020-11-16
2020-11-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 16, 2020
Tabula Rasa HealthCare, Inc.
(Exact Name of Registrant Specified in Charter)
|
Delaware
(State or Other
Jurisdiction of
Incorporation)
|
001-37888
(Commission File
Number)
|
46-5726437
(I.R.S. Employer
Identification No.)
|
|
228 Strawbridge Drive, Suite 100
|
|
|
|
Moorestown, New Jersey
|
|
08057
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
Registrant's
telephone number, including area code: (866) 648-2767
|
|
Not Applicable
|
|
|
|
(Former Name or Former Address, if Changed Since Last Report)
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class:
|
|
Trading Symbol
|
|
Name of each exchange on which registered:
|
|
Common Stock, par value $0.0001 per share
|
|
TRHC
|
|
The Nasdaq Stock Market
|
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of
Certain Officers
In light of the
ongoing impacts of the COVID-19 global pandemic, the Board of Directors (the “Board”) of Tabula Rasa HealthCare,
Inc. (the “Company”) approved a reduction in the base salaries (the “Base Salary Reductions”)
of the following named executive officers (the “Named Executive Officers”) for the period between October 26,
2020 and December 31, 2020 (the “Reduction Period”):
|
Name
|
|
Title
|
|
Salary Reduction
|
|
|
Base Salary Reduction
|
|
|
Calvin H. Knowlton
|
|
Chief Executive Officer
|
|
|
50
|
%
|
|
$
|
52,885
|
|
|
Orsula V. Knowlton
|
|
President, Chief Marketing/New Business Development Officer
|
|
|
50
|
%
|
|
$
|
43,269
|
|
|
Brian W. Adams
|
|
Chief Financial Officer
|
|
|
20
|
%
|
|
$
|
15,385
|
|
In
connection with the Base Salary Reductions, the Board approved awards of restricted stock to the Named Executive Officers. The
number of shares of restricted stock granted to each Named Executive Officer was rounded up to the nearest whole number and calculated
as follows: (i) the reduced base salary amount that would have been paid during the Reduction Period, divided by (ii) the Company’s
closing stock price on November 4, 2020. The restricted stock was fully vested and granted to the Named Executive Officers on November
9, 2020.
Each
of the Named Executive Officers executed a letter agreement consenting to the reduction of his or her base salary for the Reduction
Period and agreeing that such reduction did not constitute “Good Reason” within the meaning of his or her Change-in-Control
and Severance Agreement or any other relevant agreements or plans (the “Letter Agreement”). A copy of the form
of Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(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.
|
|
TABULA RASA HEALTHCARE, INC.
|
|
|
|
|
|
By:
|
/s/ Dr. Calvin H. Knowlton
|
|
|
|
Dr. Calvin H. Knowlton
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Dated: November 16, 2020
|
|
Exhibit 10.1
November 12, 2020
[______]
VIA E-MAIL
Dear [______],
This letter agreement between you and Tabula
Rasa HealthCare, Inc. (the “Company”) is intended to document the reduction of your base salary as a response
to the unprecedented economic environment created by the novel coronavirus (“COVID-19”) (this “Agreement”).
Except as provided below, this Agreement shall supplement and amend the Change-in-Control and Severance Agreement between you and
the Company, dated as of [______] (the “Severance Agreement”). All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Severance Agreement.
As a result of the challenges related to
COVID-19, the Board of Directors of the Company (the “Board”) has reduced your Base Salary by [__]% effective October 26,
2020, for the remainder of calendar year 2020. Notwithstanding the foregoing, for purposes of calculating any entitlements under
the Severance Agreement, including severance upon termination events or the Target Incentive Bonus, Base Salary shall mean your
Base Salary in effect on the date immediately preceding this reduction. Your Base Salary shall be reinstated automatically, without
any further action by you, effective January 1, 2021. For the avoidance of doubt, other than with respect to these changes,
this Agreement does not modify any other rights under the Severance Agreement or any other agreements between you and the Company.
In connection with the reduction of your
Base Salary, the Board awarded you restricted stock pursuant to the Company’s 2016 Omnibus Incentive Compensation Plan, with
a number of shares of restricted stock, rounded up to the nearest whole number, calculated as follows: (i) the reduced Base
Salary amount that would have been paid during the remainder of calendar year 2020, divided by (ii) the Company’s closing
stock price on November 4, 2020. The restricted stock was fully vested and granted to you on November 9, 2020.
Please confirm, by your signature below,
that (i) you hereby consent to the terms set forth in this Agreement and (ii) you acknowledge and agree that the terms
set forth herein do not constitute “Good Reason” under the Severance Agreement or any other relevant agreements or
plans. Except as modified by this Agreement, the Severance Agreement shall remain in full force and effect.
[Continued on the next page.]
|
|
Sincerely,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On behalf of Tabula Rasa HealthCare, Inc.
|
|
|
|
|
|
Acknowledged and agreed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
|
|