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): February 14, 2022
Convey Health Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40506 | 84-2099378 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 SE 3rd Avenue, 26th Floor, Fort Lauderdale, Florida 33394
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 559-9358
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 | ||
| Common Stock, $0.01 par value per share | CNVY | New York Stock Exchange |
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 x
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 February 14, 2022, the Board of Directors (the “Board”) of Convey Health Solutions Holdings, Inc. (the “Company”) appointed Mr. Paul Campanelli to the Board, effective as of February 14, 2022 (the “Effective Date”). Mr. Campanelli was appointed to serve as a Class II director of the Company, with an initial term expiring on the date of the Company’s second annual meeting of stockholders. Mr. Campanelli was also appointed to serve as a member of the Audit Committee of the Board, replacing Ms. Katherine Wood, effective as of the Effective Date. In connection with Mr. Campanelli’s appointment to the Board, the Board increased the number of directors on the Board from five to six.
The Board reviewed and discussed the qualifications of Mr. Campanelli as a director nominee and determined that Mr. Campanelli is an “independent” director under the applicable rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission, including those relating to members of audit committees. There are no arrangements or understandings between Mr. Campanelli and any other person pursuant to which Mr. Campanelli was selected as a director of the Company. Mr. Campanelli is not a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K. In connection with the appointment of Mr. Campanelli to the Board, the Company entered into an indemnification agreement with Mr. Campanelli, the terms of which are substantially the same as the terms set forth in the form of such agreement previously filed as an exhibit to the Company’s registration statement relating to the Company’s initial public offering (File No. 333-256370).
Mr. Campanelli will be compensated for his service on the Board in accordance with the compensation policy that the Company plans to adopt for its non-employee directors who are unaffiliated with the Company’s principal stockholder.
Item 7.01 Regulation FD Disclosure.
On February 15, 2022, the Company issued a press release announcing the appointment of Mr. Campanelli to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) and shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 15, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
CONVEY HEALTH SOLUTIONS HOLDINGS, INC. |
|||
| Date: February 15, 2022 | By: | /s/ Timothy Fairbanks | |
| Name: | Timothy Fairbanks | ||
| Title: | Chief Financial Officer & Executive Vice President | ||
Exhibit 99.1
Convey Health Solutions Holdings, Inc. Appoints Paul V. Campanelli to Board of Directors
FORT LAUDERDALE, Fla., February 15, 2022 /PRNewswire/ -- Convey Health Solutions Holdings, Inc. (NYSE: CNVY) (“Convey”), a leading healthcare technology and services company, today announced the appointment of Paul Campanelli to its Board of Directors (“Board”).
Mr. Campanelli has approximately 30 years of experience in the healthcare industry, including leadership positions in both publicly held and private equity controlled companies. Mr. Campanelli previously served as Chairman of the Board of Endo International (“Endo”) from November 2019 to June 2021, and previously served as President and Chief Executive Officer of Endo from September 2016 to March 2020. While acting as Chief Executive Officer, Mr. Campanelli focused on executing Endo's strategy to improve productivity, simplify its business, and increase the value of the company's US Branded, US Generics and international pharmaceutical assets.
Prior to joining Endo, Mr. Campanelli served as Chief Executive Officer of Par Pharmaceutical Companies, Inc. (“Par”), following Par's September 2012 acquisition by TPG. Mr. Campanelli's success in growing Par culminated in the acquisition of Par by Endo in 2015 for over $8 billion.
Prior to his tenure as Par's Chief Executive Officer, Mr. Campanelli served as Chief Operating Officer and President of Par Pharmaceutical, Inc., Par’s generics division. Prior to joining Par, Paul served as Vice President, Business Development at Dr. Reddy's Laboratories Ltd.
“We’re excited to have Paul join Convey and to leverage his extensive experience, operating success and leadership in the healthcare industry,” said Stephen Farrell, CEO for Convey. “I look forward to Paul’s vision and insights as Convey drives better clinical, operating, and financial outcomes for our clients through our best-in-class technology and services.”
Mr. Campanelli said, “I am thrilled to join a company that brings innovative solutions to the health plan market and improves the member experience. I look forward to doing my part to help Convey succeed.”
Mr. Campanelli will serve as a Director on Convey’s Board and will participate on the Board’s Audit Committee.
About Convey Health Solutions
Convey Health Solutions is a specialized healthcare technology and services company that is committed to providing clients with healthcare-specific, compliant member support solutions utilizing technology, engagement, and analytics. Convey Health Solutions' administrative solutions for government-sponsored health plans help to optimize member interactions, ensure compliance, and support end-to-end Medicare processes. By combining its best-in-class, built-for-purpose technology platforms with dedicated and flexible business process solutions, Convey Health Solutions creates better business results and better healthcare consumer experiences on behalf of business customers and partners. Convey Health Solutions' clients include some of the nation's leading health insurance plans and pharmacy benefit management firms. Their healthcare-focused teams help several million Americans each year to navigate the complex Medicare Advantage and Part D landscape. To learn more about Convey Health Solutions, please visit www.ConveyHealthSolutions.com.
Forward-Looking Statements
This press release contains forward-looking statements. Certain matters discussed in this press release, including, but not limited to, the statements regarding our intentions, beliefs or current expectations concerning, among other things, our financial performance; financial condition; operations and services; prospects; growth and strategies, are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “target,” “potential,” “seek,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “plan” and other words and terms of similar meaning. Any such statements, other than statements of historical fact, are based on management’s current expectations, estimates, projections, beliefs and assumptions about Convey, and its industry. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond Convey’s control, difficult to predict and could cause actual results to differ materially from those expected or forecasted in such forward-looking statements. Such statements speak only as of the time when made, and Convey undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Media Contact
Tom Pelegrin
Senior Vice President & Chief Revenue Officer
investorrelations@conveyhs.com