Form 8-K Quintiles IMS Holdings, For: Nov 29

QUINTILES IMS HOLDINGS, INC.

/s/ James H. Erlinger III

James H. Erlinger III

Executive Vice President, General Counsel and Secretary

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November 30, 2016 8:06 AM EST

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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 30, 2016 (November 29, 2016)

QUINTILES IMS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35907

27-1341991

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4820 Emperor Blvd.

Durham, North Carolina

27703

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (919) 998-2000

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))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of W. Richard Staub, III as President of Research & Development Solutions Business Unit

On November 29, 2016, Quintiles IMS Holdings, Inc. (the “Company”) appointed W. Richard Staub, III to serve as president of its Research & Development Solutions business unit, effective December 1, 2016. Mr. Staub, age 54, brings more than three decades of relevant industry experience to his new role. Mr. Staub has been president of Novella Clinical, a Quintiles company, since 2013, is a leader of QuintilesIMS’s Global Functional Resourcing business and a member of the Research & Development Solutions Executive Committee. Prior to Novella’s 2013 acquisition by Quintiles, Mr. Staub served as both president and CEO of Novella Clinical since 2008. Before joining Novella Clinical in 2004, Mr. Staub was senior vice president of global business development for one of the world’s largest clinical research organizations. Mr. Staub’s career in the pharmaceutical industry began at Zeneca Pharmaceuticals in 1989 where he had progressive responsibilities as a medical and hospital sales representative, cardiovascular portfolio analyst and marketing manager. Mr. Staub has a Bachelor of Arts degree in Economics from the University of North Carolina at Chapel Hill. This management transition, which had always been anticipated and is part of a planned succession, has been accelerated by rapid implementation of the Company’s strategic and operational changes.

Retirement of Mr. Pike as President, Research & Development Solutions Business Unit

On November 29, 2016, Thomas H. Pike, Vice Chairman, President, Research & Development Solutions business unit, and a member of the Board of Directors (the “Board”) of Quintiles IMS Holdings, Inc. (the “Company”), informed the Company of his retirement as an officer, employee and member of the Board. While his retirement as a member of the Board is effective immediately, he will remain as an officer and employee until December 2, 2016. Mr. Pike’s retirement was a personal decision and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On November 29, 2016, Mr. Pike entered into a Second Amendment to Executive Employment Agreement dated April 12, 2012 (the “Second Amendment”), as amended by the First Amendment to Executive Employment Agreement, dated as of May 3, 2016 (together, the “Employment Agreement”) with the Company and Quintiles, Inc., a wholly owned subsidiary of the Company.

In connection with Mr. Pike’s retirement, Mr. Pike is entitled to receive the following: (a) an amount equal to two times the sum of (i) his base salary in effect on December 2, 2016, plus (ii) his 2016 target annual cash bonus; (b) the projected cost of the continuation of group health insurance coverage for Mr. Pike and his eligible dependents pursuant to COBRA if Mr. Pike is enrolled in group health insurance coverage offered by the Company; and (c) a $1 million cash payment. In addition, Mr. Pike’s 60,524 unvested restricted stock units shall immediately vest; however, the 86,356 unvested shares of restricted stock that was awarded to Mr. Pike on September 30, 2016 in connection with the closing of the merger between Quintiles Transnational Holdings Inc. and IMS Health Holdings, Inc. shall be forfeited upon Mr. Pike’s retirement.

Under the terms of the Employment Agreement, Mr. Pike is subject to noncompetition and nonsolicitation covenants for a period of 36 months following the termination of his employment. Mr. Pike has also agreed that for six months following his employment, he will only sell shares of the Company’s stock in compliance with Rule 144 of the Securities Act of 1933, as applicable, or elect to establish a trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment and is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On November 30, 2016, the Company issued a press release announcing Mr. Staub’s appointment and Mr. Pike’s retirement which is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index attached hereto.

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.

Date: November 30, 2016

EXHIBIT INDEX


Exhibit No.		Description of Document

10.1		Second Amendment to Executive Employment Agreement, dated November 29, 2016, by and among Mr. Pike, Quintiles, Inc., and Quintiles IMS Holdings, Inc.

99.1		Press release dated November 30, 2016

Exhibit 10.1

SECOND AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT

This Second Amendment to Executive Employment Agreement (the “Amendment”) is made and entered into as of November 29, 2016 (the “Effective Date”) by and among Quintiles, Inc. (the “Company”) and Quintiles IMS Holdings, Inc. (f/k/a Quintiles Transnational Holdings, Inc., the “Parent”) and Thomas Pike (the “Executive”).

WHEREAS, Executive is currently employed under an Executive Employment Agreement with the Company and Parent, dated April 12, 2012, as amended by the First Amendment to Executive Employment Agreement, dated as of May 3, 2016 (as amended, the “Employment Agreement”), pursuant to which Executive is currently employed in the role of President – Research and Development and Vice Chairman of Parent;

WHEREAS, Parent and IMS Health Holdings, Inc. (“IMS Health”) entered into an Agreement and Plan of Merger, dated as of May 3, 2016, pursuant to which IMS Health merged with and into Parent on October 3, 2016 (the “Merger”) with Parent continuing as the surviving corporation;

WHEREAS, pursuant to the Assignment and Assumption Agreement dated as of September 30, 2016, Quintiles, Inc. assumed the Employment Agreement, such that all references in the Employment Agreement to the “Company” or “Quintiles Transnational Corp.” refer to Quintiles, Inc., which following the Merger is an indirect wholly owned subsidiary of Parent;

WHEREAS, the Company and Parent value Executive’s years of dedicated service and leadership to the Company and Parent, Executive’s contributions in achieving the successful completion of the Merger and Executive’s assistance following the Merger in Parent’s transition to a new chief executive officer; and

WHEREAS, the Company, Parent and Executive desire to amend the Employment Agreement, as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company, Parent and Executive agree that the Employment Agreement shall be amended as follows:

1. COMPENSATION AND BENEFITS UPON CERTAIN VOLUNTARY TERMINATIONS. Section 5.3 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“5.3 Company-Approved Voluntary Termination. If after the Effective Date, Executive voluntarily resigns or retires from his employment under Section 4.1 on prior written notice to the Company’s Chief Executive Officer (notwithstanding any length of notice requirement in Section 4.1), which resignation or retirement takes effect on a date that is mutually agreed in writing with the Company and Parent, but, in no event, later than December 2, 2016 unless otherwise agreed in writing by Executive, Company and Parent (such date, the “Separation Date”), then, upon such termination of employment, in addition to the payments and benefits described in Section 5.1 hereof, the Company agrees, contingent upon Executive executing and not revoking a Release pursuant to Section 5.6 hereof, and Executive’s compliance with the terms

of Sections 6, 7, 8 and 9 hereof, to provide to Executive, in lieu of any other payments and benefits to which Executive may be entitled (other than the payments and benefits described in Section 5.1), the following payments and benefits:

(a) a cash separation payment in an amount equal to two (2) times the sum of (i) Executive’s base salary in effect on Separation Date, plus (ii) Executive’s target annual cash bonus for the year in which the Separation Date occurs (the “Separation Payment”);

(b) if Executive is enrolled in group health insurance coverage offered by the Company or its affiliate as of the Separation Date, an additional amount equal to the projected cost of the continuation of such group health insurance coverage for Executive and Executive’s eligible dependents pursuant to COBRA (the “COBRA Payment”), which payment shall not be dependent on the Executive electing COBRA coverage or any other replacement health care coverage; and

The Separation Payment, the COBRA Payment and the Additional Payment shall be paid in a lump sum on the first payroll date on or following the tenth (10^th) day after the date on which the Release required by Section 5.6 becomes effective and non-revocable following the Separation Date. If the period for review of the Release ends in a later calendar year, such first payment shall be paid in the later calendar year regardless of when the Release is executed.

Executive specifically acknowledges and agrees that a termination of employment pursuant to this Section 5.3 shall not constitute a termination for Good Reason under this Employment Agreement, Parent’s Change in Control Severance Plan dated November 5, 2015 (the “CIC Severance Plan”), or any other Company or Parent plan or program providing for termination payments or benefits upon a termination by Executive for good reason. The payments and benefits set forth in this Section 5.3 and Section 5.1 hereof shall constitute all the payments and benefits to which Executive shall be entitled under the Employment Agreement or any other plan or program providing for termination payments (including the CIC Severance Plan) by reason of a termination under the circumstances described in this Section 5.3.”

2. TREATMENT OF EQUITY AWARDS. Section 5.5 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“5.5 Equity Awards. In the event of termination of Executive’s employment pursuant to any of Sections 5.2 through 5.4, all of Executive’s awards under Parent’s 2013 Stock Incentive Plan, including the Equity Award granted under Section 3.6.3 above (other than as set forth below), shall be given the treatment afforded such awards under Section 5.01 of the CIC Severance Plan, as though such termination were a Qualifying Termination under that Plan, except that, in the event of a termination pursuant to Section 5.3 hereof, any portion of the Equity Award granted under Section 3.6.3 that is unvested as of the Separation Date shall be forfeited immediately as of the Separation Date.”

3. RELEASE OF CLAIMS. Section 5.6 of the Employment Agreement is hereby amended by deleting in the first sentence of that Section the phrase, “Sections 5.4 (other than payments described in Section 5.1)” and replacing it with the phrase, “Sections 5.3, 5.4 and 5.5 (other than, in each case, the payments described in Sections 5.1).”

4. RESIGNATION FROM OFFICER AND BOARD ROLES. A new Section 5.7 is added that provides as follows:

“5.7 Resignation from Officer and Board Roles. In the event of Executive’s separation from employment, Executive shall immediately resign, effective as of the Separation Date, from each officer, executive and director position held with Parent, the Company their respective subsidiaries and affiliates.”

5. SECURITIES TRADING. Section 22 is hereby amended and restated in its entirety as follows:

“22. SECURITIES TRADING. Executive agrees that during employment, Executive will not transfer, sell, assign or otherwise dispose of shares of Parent common stock (including for this purpose shares underlying stock options and performance units) owned by Executive as of the date of the Merger Agreement, whether received from the Company or purchased directly. For six months following his employment, Executive will sell any such shares in compliance with Rule 144 of the Securities Act of 1933, as applicable, or elect to establish a trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934; provided, however, that such trading plan must comply with all the requirements for the safe harbor under Rule 10b5-1 and, during the period that Executive remains subject to Parent’s Insider Trading Policy, must be approved in accordance with the Parent’s Insider Trading Policy, which approval will not be unreasonably withheld.”

6. LIMITED EFFECT. Except as specifically amended herein, the Employment Agreement shall remain in full force and effect. After giving effect to this Amendment, each reference in the Employment Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Employment Agreement shall refer to the Employment Agreement, as amended by this Amendment.

7. DEFINITIONS. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Employment Agreement.

8. MISCELLANEOUS. This Amendment shall be governed by and construed in accordance with the laws of the State of North Carolina, regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction. This amendment may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures affixed thereto were on the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties as of the date first written above.


QUINTILES IMS HOLDINGS, INC.

By:		/s/ Ari Bousbib
Name:		Ari Bousbib
Title:		Chairman, Chief Executive Officer and President

QUINTILES, INC.

By:		/s/ Ari Bousbib
Name:		Ari Bousbib
Title:		President

EXECUTIVE

		/s/ Thomas Pike
Name:		Thomas Pike

[Signature Page to Second Amendment to Executive Employment Agreement]

Exhibit 99.1

QuintilesIMS Announces Executive Leadership Changes

Richard Staub III named president, Research & Development Solutions; Paul Spreen named executive vice president and chief customer officer; Thomas H. Pike to retire

DANBURY, Conn. & RESEARCH TRIANGLE PARK, N.C., November 30, 2016 – Quintiles IMS Holdings, Inc. (NYSE: Q) announced today the appointment of Richard Staub III, currently president of Novella Clinical, a Quintiles company, as well as the leader of QuintilesIMS’s Global Functional Resourcing business and a member of the Research & Development Solutions Executive Committee, to serve as president of its Research & Development Solutions business unit. Staub brings more than three decades of relevant industry experience to his new role. He has had extensive tenure in various roles in the pharmaceutical industry followed by nearly 20 years in contract research organizations (CRO). His CRO experience includes leading the sales and business development function of another major CRO before joining Novella in 2004, and serving as its CEO until it was acquired by Quintiles in 2013.

Staub’s leadership drove Novella Clinical to become a distinctively agile, results-oriented CRO in the highly complex and fast-growing areas of specialty pharma and medical technology. His focus on innovation, customer service and operational improvements has delivered strong results by pioneering distinctive solutions across customer segments and therapeutic areas. These solutions improved speed to market and customer experience – valuable outcomes across all CRO sectors. Staub’s recent role in QuintilesIMS’s Global Functional Resourcing business included responsibility for providing industry-leading strategic functional resourcing solutions for QuintilesIMS customers across the globe.

In addition, the Company announced that Paul Spreen, formerly president, Customer Solutions Management Group of Quintiles, will be rejoining QuintilesIMS as executive vice president and chief customer officer. With 20 years of experience at Quintiles, Spreen will now work directly with senior-level clients to develop groundbreaking enterprise-level, total cost of ownership opportunities across the entire QuintilesIMS portfolio. “We are excited to have Paul back. He will bring his world-class approach to customer relationship management to help realize the full potential of QuintilesIMS,” said Ari Bousbib, chairman and chief executive officer of QuintilesIMS.

With these changes, Tom Pike, vice chairman and president of R&D Solutions, will be retiring from QuintilesIMS. Pike said of the change, “The integration is coming along quickly. I have worked with Richard extensively in the past few years and am highly confident in his ability to drive R&D Solutions forward.” The management transition, which had always been anticipated and is part of a planned succession, has been accelerated by the rapid implementation of strategic and operational changes.

“We are grateful to Tom Pike for his stewardship of Quintiles and commitment to getting this merger moving in the right direction,” said Bousbib. “I am really excited by our opportunity to lead the evolution of the CRO industry and am confident Richard and his world-class management team from R&D Solutions are poised to drive that change.”

About QuintilesIMS

QuintilesIMS (NYSE: Q) is a leading integrated information and technology-enabled healthcare service provider worldwide, dedicated to helping its clients improve their clinical, scientific and commercial results. Formed through the merger of Quintiles and IMS Health, QuintilesIMS’s approximately 50,000 employees conduct operations in more than 100 countries. Companies seeking to improve real-world patient outcomes and enhanced clinical trial outsourcing through treatment innovations, care provision and access can leverage QuintilesIMS’s broad range of healthcare information, technology and service solutions to drive new insights and approaches. QuintilesIMS provides solutions that span clinical to commercial bringing clients a unique opportunity to realize the full potential of innovations and advance healthcare outcomes.

As a global leader in protecting individual patient privacy, QuintilesIMS uses healthcare data to deliver critical, real-world disease and treatment insights. Through a wide variety of privacy-enhancing technologies and safeguards, QuintilesIMS protects individual privacy while managing information to drive healthcare forward. These insights and execution capabilities help biotech, medical device, and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders in the development and approval of new therapies, identify unmet treatment needs and understand the safety, effectiveness and value of pharmaceutical products in improving overall health outcomes. To learn more, visit www.QuintilesIMS.com.

Contact:

Tor Constantino, Media Relations ([email protected])

+1.484.567.6732

Phil Bridges, Media Relations ([email protected])

+1.919.998.1653

Tom Kinsley, Investor Relations ([email protected])

+1.203.448.4691

Andrew Markwick, Investor Relations ([email protected])

+1.973.257.7144

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