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): May 12, 2020
Change Healthcare Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38961 | 82-2152098 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3055 Lebanon Pike, Suite 1000
Nashville, Tennessee 37214
(Address of Principal Executive Offices) (Zip Code)
(615) 932-3000
(Registrant’s 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:
| ☐ |
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 on which registered |
||
| Common Stock, par value $0.001 per share | CHNG | The Nasdaq Stock Market LLC | ||
| 6.00% Tangible Equity Units | CHNGU | The Nasdaq Stock Market LLC |
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. |
On May 12, 2020, the Board of Directors (the “Board”) of Change Healthcare Inc. (the “Company”), upon the recommendation of the Board’s Nominating & Governance Committee, increased the size of the Board from eight directors to nine directors and appointed Nella Domenici as a new director of the Company, in each case, effective immediately. Ms. Domenici will also serve on the Board’s Audit Committee.
Ms. Domenici will be entitled to the annual compensation paid to eligible non-employee directors, and the Company expects Ms. Domenici to enter into the Company’s standard indemnification agreement for its directors.
| Item 7.01 |
Regulation FD Disclosure. |
On May 13, 2020, the Company issued a press release announcing the appointment of Ms. Domenici to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
No. |
Description |
|
| 99.1 | Press Release of Change Healthcare Inc. dated May 13, 2020. | |
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.
| CHANGE HEALTHCARE INC. | ||
| By: |
/s/ Loretta A. Cecil |
|
|
Name: Loretta A. Cecil |
||
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Title: Executive Vice President, General Counsel |
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Date: May 13, 2020
Exhibit 99.1
Change Healthcare Names Nella Domenici to Board of Directors
Nashville, Tennessee – May 13, 2020 – Change Healthcare Inc. (Nasdaq: CHNG), a leading independent healthcare technology company, announced today that Nella Domenici, currently a member of the Board of Alliance Bernstein LP, and former Chief Financial Officer of Bridgewater Associates, has been appointed to the Change Healthcare Board of Directors effective May 12, 2020.
“Nella is an accomplished leader who brings a tremendous breadth and depth of global experience in strategic financial management, corporate strategy and operations,” said Howard L. Lance, Chairman of the Change Healthcare Board of Directors. “We are thrilled to welcome Nella to Change Healthcare’s Board and look forward to her perspectives, insights and guidance as we continue to expand our capabilities and accelerate our growth.”
“Change Healthcare has established itself as a leading healthcare technology company in the U.S. delivering significant value across the healthcare continuum,” said Ms. Domenici. “I look forward to working with the Change Healthcare Board of Directors and leadership team as they advance their vision of inspiring a better healthcare system, while they continue to serve patients, providers and health plans, especially during this critical time in our country.”
With the addition of Ms. Domenici, who will join the Audit Committee of the Board, the Change Healthcare Board of Directors will be comprised of nine directors, eight of whom are independent.
Ms. Domenici joined the Board of Directors of Alliance Bernstein LP in January 2020 where she is on the Audit Committee. From 2015 to 2018, Ms. Domenici was Chief Financial Officer and a member of the Operating Committee at Bridgewater Associates; one of the largest global hedge funds with more than $160 billion in assets under management. While at Bridgewater, Ms. Domenici was responsible for financial planning and analysis, audit and accounting, compensation design, budget, corporate and strategic finance, tax, procurement, and shareholder services. She presented regularly to the Board of Directors and the Finance Committee. From 2012 to 2015, she was a strategic advisor to Bridgewater’s Management Committee and led the evolution of the firm’s senior leadership organizational structure and helped to define governance strategy.
Prior to Bridgewater, Ms. Domenici held senior financial and strategic positions, including: Citadel Investment Group, where she was a member of the Management Committee focusing on strategy and planning; Credit Suisse, where she was Head of Middle Market Mergers and Acquisitions; and The Monitor Consulting Group. She also established and runs a financial and strategic advisory firm serving family-owned, private equity, venture backed, and real estate companies.
In addition to Ms. Domenici’s corporate responsibilities, she has a distinguished record of public service. She co-founded the Excellent Schools of New Mexico, a nonprofit organization that supports charter schools in underserved communities and serves on the Board of Regis High School in NYC. She also champions initiatives focused on mental illness working with the Bi-Partisan Policy Center in Washington D.C. where she is a member of the Behavioral Health Integration Task Force. Until recently, she served on the Board of One World Surgery, which provides access to quality surgical care globally. Ms. Domenici also serves on the advisory board of the International Folk-Art Market, which focuses on economic opportunities for folk artists worldwide, particularly women in developing countries.
Ms. Domenici holds an MBA from Harvard Business School, where she was a Baker Scholar, and a JD from Georgetown University Law Center.
About Change Healthcare Inc.
Change Healthcare is a leading independent healthcare technology company that provides data and analytics-driven solutions to improve clinical, financial and patient engagement outcomes in the U.S. healthcare system. We are a key catalyst of a value-based healthcare system, accelerating the journey toward improved lives and healthier communities. Learn more at changehealthcare.com.
Media contact
Kerry Kelly
Vice President
External Communications
Change Healthcare
339-236-2756
kerry.kelly@changehealthcare.com