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): June 15, 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 June 15, 2020, the Board of Directors (the “Board”) of Change Healthcare Inc. (the “Company”), upon the recommendation of the Board’s Nominating & Corporate Governance Committee, increased the size of the Board from nine directors to ten directors and appointed Bansi Nagji as a new director of the Company, in each case, effective immediately. Mr. Nagji will also serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.
Mr. Nagji will be entitled to the annual compensation paid to eligible non-employee directors, and the Company expects Mr. Nagji to enter into the Company’s standard indemnification agreement for its directors.
| Item 7.01 |
Regulation FD Disclosure. |
On June 18, 2020, the Company issued a press release announcing the appointment of Mr. Nagji 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 June 18, 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 | ||
|
Title: Executive Vice President, General Counsel |
||
Date: June 18, 2020
Exhibit 99.1
Media contact
Kerry Kelly
Vice President
External Communications
Change Healthcare
339-236-2756
kerry.kelly@changehealthcare.com
Change Healthcare Names Bansi Nagji to Board of Directors
Nashville, Tenn., June 18, 2020––Change Healthcare Inc. (Nasdaq: CHNG), a leading independent healthcare technology company, announced today that Bansi Nagji, president, Healthcare at GoodRx, and former executive vice president and chief strategy and business development officer at McKesson Corporation, has been appointed to its board of directors effective June 15, 2020.
“As an accomplished leader with extraordinary healthcare knowledge, Bansi’s experience will be invaluable as we drive innovation and further advance our position in the marketplace,” said Howard L. Lance, chairman of the Change Healthcare Board of Directors. “Bansi played a critical role in the formation of Change Healthcare and we are thrilled to welcome him back to our board and look forward to his insights and guidance as we continue to expand our capabilities and accelerate our growth.”
“I am delighted to return to the Change Healthcare Board of Directors and to help the company in its mission to drive significant value for stakeholders across the healthcare continuum,” said Mr. Nagji. “I know the scale and potential of Change Healthcare and look forward to helping the company accelerate its vision of inspiring a better healthcare system during this critical period for healthcare in our country.”
With the addition of Mr. Nagji, the Change Healthcare Board of Directors will be comprised of ten directors, nine of whom are independent.
Prior to his positions at GoodRx and McKesson, Mr. Nagji was a principal at Deloitte Consulting, LLP, and global leader, Monitor Deloitte. Mr. Nagji also served on the board of directors of Deloitte LLP from 2013 to 2015. Prior to that, Mr. Nagji was with Monitor Group, a global strategy consulting firm, for twenty years where he was a senior partner and president when the firm merged with Deloitte.
Mr. Nagji has been recognized multiple times by EMpower as a senior executive role model for minorities in the workplace. He is also an active supporter of several not for profit organizations.
Mr. Nagji received his B.A. and M.A. from Cambridge University and an M.B.A. with Distinction from INSEAD.
About Change Healthcare
Change Healthcare (Nasdaq: CHNG) 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.
CHNG-IR
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