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 24, 2016
____________
Accretive Health, Inc.
(Exact Name of Registrant as Specified in Charter)  
  ____________
Delaware
001-34746
02-0698101
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
401 North Michigan Avenue, Suite 2700, Chicago, Illinois
60611
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (312) 324-7820
(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 ( see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))                 




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2016, Accretive Health, Inc. (the “Company” or “Accretive Health”) announced that its Board of Directors has appointed Joseph Flanagan, currently President and Chief Operating Officer of Accretive Health, as President, Chief Executive Officer and member of the Board, effective May 26, 2016. Dr. Emad Rizk and the Board of Directors have mutually agreed for Dr. Rizk to step down from his positions as CEO and member of the Board. Dr. Rizk will be available over the next several weeks to help ensure a smooth transition. The press release announcing the appointment is filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
Mr. Flanagan, 45, joined Accretive as Chief Operating Officer in April 2013 and was appointed President and Chief Operating Officer in April 2016. Prior to that, Mr. Flanagan served as Senior Vice President of worldwide operations and supply chain at Applied Materials, Inc., and as President of Nortel Business Services for Nortel Networks. Previously, Mr. Flanagan served most of his career working for General Electric (GE), holding leadership positions in many divisions.
No new or amended compensation arrangements were entered into in connection with Mr. Flanagan’s appointment. For existing compensation information regarding Mr. Flanagan, see the Company’s Amendment No. 1 to its Annual Report on Form 10-K (the “Amended 10-K”), filed with the Securities Exchange Commission (the “SEC”) on April 29, 2016, which information is incorporated herein by reference.
On May 25, 2016, the Company entered into a General Release and Mutual Non-Disparagement Agreement with Mr. Rizk pursuant to which he will receive the payments and benefits that are generally consistent with those described in the agreements previously entered into by Mr. Rizk and the Company for a no-cause termination, which are described in detail in the Company's Amended 10-K and its other reports filed with the SEC, other than the restricted stock awards he would have been entitled to under that certain Restricted Stock Award Agreement dated December 31, 2015, which Mr. Rizk has agreed to forfeit. The General Release Agreement also includes a general release of all legal claims and mutual nondisparagement provisions. The General Release and Mutual Non-Disparagement Agreement is filed herewith as Exhibit 10.1 and is hereby incorporated by reference.


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Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit Number
Description
 
10.1
General Release and Mutual Non-Disparagement Agreement, dated May 25, 2016, by and between Accretive Health, Inc. and Emad Rizk.
 
99.1
Press Release of Accretive Health, Inc., dated May 26, 2016.


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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.

 
 
ACCRETIVE HEALTH, INC.
 
Date:
May 26, 2016
By:  
/s/ Christopher Ricaurte
 
 
 
Christopher Ricaurte
 
 
 
Chief Financial Officer and Treasurer






EXHIBIT INDEX
Exhibit Number
Description
10.1
General Release and Mutual Non-Disparagement Agreement, dated May 25, 2016, by and between Accretive Health, Inc. and Emad Rizk.
99.1
Press Release of Accretive Health, Inc., dated May 26, 2016.





Exhibit 10.1


GENERAL RELEASE AND
MUTUAL NON-DISPARAGEMENT AGREEMENT

I, Emad Rizk, in consideration of and subject to the performance by Accretive Health, Inc. (together with its subsidiaries, the “ Company ”), of its obligations under Section 9(b) of the Offer Letter Agreement dated as of July 10, 2014 (the “ Agreement ”), under Section 2(b) of the Nonstatutory Stock Option Award Agreement dated as of July 21, 2014 and under Section 2(b) of the Restricted Stock Award Agreement dated as of July 21, 2014 and its further obligations hereunder, do hereby release and forever discharge as of the date hereof the Company and its respective affiliates, subsidiaries and direct or indirect parent entities and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “ Released Partie s ”) to the extent provided below (this “ General Release ”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement. I acknowledge and agree that my last date of employment is May 25, 2016, provided that I will be paid salary and benefits through and including May 27, 2016.

1. I understand that the payments and benefits paid or granted to me under Section 9(b) of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 9(b) of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. For the avoidance of doubt, if I die before all the severance payments have been paid, any remaining severance payments will be made to my estate. I further agree that, with my signature below and subject to the Company’s performance under paragraph 10 below, I hereby waive, release and disclaim any and all rights, benefits and claims that I have or may have under that certain Restricted Stock Award Agreement dated December 31, 2015 (the “ 2015 Restricted Stock Agreement ”) and that I will forfeit all shares of Restricted Stock (as defined in the 2015 Restricted Stock Agreement) granted to me thereunder for no consideration as of the date I execute this General Release. The Company agrees that, with its signature below and subject to my performance under this Release and the Agreement and my non-revocation of the Release (as such term is defined below), it will reimburse me for my reasonable legal fees actually incurred, capped at $7,500.00, in connection with the negotiation and documentation of this General Release and any related agreements. The Company further acknowledges that, as a former officer of the Company, I will remain entitled to any indemnification rights and benefits, including but not limited to officers’ and directors’ liability insurance coverage, provided from time to time to other officers and former officers of the Company, and that I will continue to be covered by my Indemnification Agreement, attached as Exhibit F to my Agreement, pursuant to its terms.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counterclaims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship with the Company, the terms and

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conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided , however , that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Benefits or any severance benefits to which I am entitled under the Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents, as provided under Section 14 and Exhibit F of the Agreement, or otherwise, or (iii) my rights as an equity or security holder in the Company or its affiliates.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.


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9. I agree that, except to the extent that disclosure is otherwise required by applicable law, rule or regulation, this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.    

10. Mutual Non-Disparagement.    

a.
I hereby covenant to the Released Parties that I will not, directly or indirectly, make or solicit or encourage others to make or solicit any disparaging remarks concerning any of the Released Parties or any of their respective products, services, businesses or activities.     

b.
With the signature of its authorized representative below, the Company hereby promises to instruct its officers and directors, while serving in such capacities, to not, directly or indirectly, make or solicit or encourage or cause the Company or others to make or solicit any disparaging remarks concerning you.    

c.
The parties hereto agree that, in response to any inquiry about you from a prospective employer or other person, the Company will advise such prospective employer or person of your starting and ending dates of employment, and your job title as of the date of your separation.    

11. Any non-disclosure or non-disparagement provision in this General Release does not prohibit or restrict the parties hereto (or their respective attorneys) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

12. The parties hereto hereby acknowledge that Sections 9 through 15 of the Agreement shall survive their execution of this General Release.

13. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

14. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

15. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1.
I HAVE READ IT CAREFULLY;

2.
I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING, BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990,

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AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3.
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4.
I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5.
I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS GENERAL RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS GENERAL RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

6.
I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS GENERAL RELEASE TO REVOKE MY RELEASE OF CLAIMS (THE “RELEASE”) BUT NOT MY FORFEITURE OF SHARES OF RESTRICTED STOCK PURSUANT TO PARAGRAPH 1 ABOVE, AND THAT THE RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED, BUT THAT IF I DO REVOKE THE RELEASE THE COMPANY’S OBLIGATION TO PAY SEVERANCE (BUT NOT ITS NON-DISPARAGEMENT COVENANT) HEREUNDER SHALL TERMINATE AND BECOME NULL AND VOID AND BE OF NO FURTHER FORCE OR EFFECT;

7.
I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8.
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED: /s/ Emad Rizk DATED: May 25, 2016__________
    Emad Rizk

BY SIGNING THIS GENERAL RELEASE, THE COMPANY REPRESENTS AND AGREES THAT:

1.
THE UNDERSIGNED ON BEHALF OF THE COMPANY HAS READ IT CAREFULLY ;

2.
THE COMPANY UNDERSTAND ALL OF ITS TERMS AND KNOWS THAT IT IS GIVING UP IMPORTANT RIGHTS ;

3.
THE COMPANY VOLUNTARILY CONSENTS TO EVERYTHING IN IT;

4.
THE COMPANY HAS CONSULTED WITH AN ATTORNEY BEFORE EXECUTING IT.


SIGNED: /s/ Steve Shulman DATED: May 25, 2016 _________ _
    Steve Shulman
Chairman, Board of Directors
Accretive Health, Inc.



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Exhibit 99.1

Accretive Health Appoints Joseph Flanagan President and CEO

Emad Rizk, M.D. steps down as CEO

CHICAGO - May 26, 2016 - Accretive Health, Inc. (OTC Pink: ACHI) today announced that its Board of Directors has appointed Joseph Flanagan, currently President and Chief Operating Officer of Accretive Health, as President, Chief Executive Officer and member of the Board, effective immediately. Dr. Emad Rizk and the Board of Directors have mutually agreed for Dr. Rizk to step down from his positions as CEO and member of the Board. Dr. Rizk will be available over the next several weeks to help ensure a smooth transition.
After careful consideration of the business, client and market needs moving forward, the Board of Directors of Accretive Health has appointed Mr. Flanagan as CEO in order to drive continued operational excellence, technology leadership and value creation for its client partners. The Board believes Mr. Flanagan is the ideal choice to accelerate the growth and scaling of the Company as it begins its next phase of expansion.
“The Board is positioning Accretive Health to maximize growth and value by building on a strong operational foundation that includes great talent, an unparalleled technology platform, a strong financial position with resources to invest in growth and value generation, and unique operational capabilities to deliver upon and extend beyond our substantial committed growth with Ascension,” said Steve Shulman, Chairman of Accretive Health’s Board of Directors. “Joe Flanagan is an action-oriented, world-class operations expert who takes a performance-based approach and demands accountability, making him the perfect leader to leverage Accretive’s strong position to generate greater growth and value.”
Mr. Flanagan brings years of uncommon experience in driving standardization and operating efficiencies with meaningful and measurable results and has thoughtfully applied these skills to the complexities of the ever-changing healthcare revenue cycle. He has spent years working as the most senior operator across the entire company and has in-depth experience with problem-solving, organizational scaling and driving value for Accretive Health’s customers.
The Board began a course for succession when Mr. Flanagan was promoted from Chief Operating Officer to President and COO. At that time, he began his review and integration process, which was executed more quickly and effectively than expected.
“Having worked operationally inside Accretive Health and also with our existing and potential clients and other leaders in healthcare while at Accretive, I believe in this company and I am honored and energized by the confidence the Board has placed in me,” Mr. Flanagan said. “Accretive Health is poised for growth and there are value creation opportunities that we will realize by leveraging our operational, technological and financial strength.”
Mr. Flanagan joined Accretive Health in June 2013 as the Chief Operating Officer, and has been responsible for delivering operational discipline and measurable client value creation throughout the company. He is an accomplished executive, having served as Senior Vice President of Worldwide Operations and Supply Chain at Applied Materials Inc. Mr. Flanagan also held executive positions in global operations for Nortel Networks Corporation as President of Business Services, and SVP of Global Operations, and earlier in his career held a number of positions at GE.


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“The Accretive team and I have worked to help position the company with a strong platform to support future growth,” said Dr. Rizk. “I have been honored to be part of this important leader in the healthcare industry, and I’m proud of the team for our accomplishments over the past few years.”
“On behalf of the Board of Directors, I want to thank Emad for his contributions to Accretive Health,” Shulman added. “He brought valuable general healthcare leadership expertise to help strategically position the company for future growth and value creation.”
About Accretive Health
Accretive Health is a leading provider of revenue cycle services and Physician Advisory Services to healthcare providers. Accretive Health’s mission is to help healthcare providers strengthen their financial stability so they can deliver better care at a more affordable cost to the communities they serve, increasing healthcare access for all. Accretive Health’s distinctive operating model includes people, processes, and sophisticated integrated technology/analytics that help customers realize sustainable improvements in their operating margins and improve the satisfaction of their patients, physicians, and staff. Accretive Health’s customers typically are multi-hospital systems, including faith-based or community healthcare systems, academic medical centers and independent ambulatory clinics, and their affiliated physician practice groups. For more information, visit www.accretivehealth.com.
Safe Harbor
This press release contains forward-looking statements, including statements regarding the success of Accretive Health under its new CEO, the success of Accretive Health’s turnaround and operational plan, and statements regarding Accretive Health’s strategic initiatives. All forward-looking statements contained in this press release involve risks and uncertainties. The Company’s actual results and outcomes could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the factors set forth under the heading “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 10, 2016.  The words “strive,” “objective,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “vision,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company has based these forward-looking statements on its current expectations and projections about future events. Although the Company believes that the expectations underlying any of its forward-looking statements are reasonable, these expectations may prove to be incorrect and all of these statements are subject to risks and uncertainties. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections, or expectations prove incorrect, actual results, performance, financial condition, or events may vary materially and adversely from those anticipated, estimated, or expected.
 All forward-looking statements included in this press release are expressly qualified in their entirety by these cautionary statements. The Company cautions readers not to place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the uncertainties and factors described above, as well as others that the Company may consider immaterial or does not anticipate at this time. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, the Company does not know whether its expectations may prove correct. The Company’s expectations reflected in its forward-looking statements can be affected by inaccurate assumptions it might make or by known or unknown uncertainties and factors, including those described above. The risks and uncertainties described above are not exclusive, and further information concerning the Company and its business, including factors that potentially could materially affect its financial results or condition or relationships with customers and potential customers, may emerge from time to time. The Company assumes no, and it specifically disclaims any, obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. The Company advises investors, however, to consult any further disclosures it makes on related subjects in our periodic reports that it files with or furnishes to the SEC.


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Contacts:

Investor Relations:
Atif Rahim
Accretive Health, Inc.
312-324-5476
investorrelations@accretivehealth.com

or

Media Relations:
Alex Yankus
Brunswick Group
212-333-3810
ayankus@brunswickgroup.com


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