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Form 8-K ATHENAHEALTH INC For: Jun 14

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June 15, 2016 8:19 AM EDT


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 14, 2016

athenahealth, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
001-33689
 
04-3387530
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

 
311 Arsenal Street, Watertown, MA
 
02472
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 617-402-1000
________________________________________________________________________________
(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.

Effective as of June 14, 2016, the Board of Directors (the “Board”) of athenahealth, Inc. (“athenahealth”) appointed Thomas J. Szkutak to the Board. Mr. Szkutak was appointed to fill an existing vacancy in Class II of the Board and will serve for a term ending on the date of athenahealth's 2018 annual meeting of shareholders following the fiscal year ending December 31, 2017, and until his successor is duly elected and qualified, or until his earlier resignation, death, or removal. Mr. Szkutak will serve on the compensation and nominating and corporate governance committees of the Board.

Mr. Szkutak will receive athenahealth’s standard non-employee director cash and equity compensation. He will receive a $20,000 annual retainer paid in quarterly installments, $3,000 for each board or committee meeting attended in-person, $1,000 for each board or committee call or in-person meeting attended by phone, and an annual equity award of restricted stock units having a value of $225,000. In connection with his appointment, on July 1, 2016, Mr. Szkutak will receive a pro-rated annual equity award of restricted stock units with a fair market value of $160,274, calculated using the closing market price of athenahealth common stock on the NASDAQ Global Select Market on July 1, 2016, which award will vest in full on March 1, 2017. Mr. Szkutak will enter into athenahealth’s standard form of indemnification agreement.

A copy of the press release announcing the appointment of Mr. Szkutak is attached hereto as Exhibit 99.1.

Item 5.07
Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of athenahealth held on June 14, 2016 (the “Annual Meeting”), athenahealth’s shareholders voted on the following matters: (1) to elect two directors, Dev Ittycheria and John A. Kane, to serve as Class III directors for a term of three years and until their successors are duly elected and qualified, subject to their earlier resignation or removal; (2) to ratify the appointment of Deloitte & Touche LLP as athenahealth’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and (3) to hold an advisory vote to approve the compensation of our named executive officers for fiscal year 2015.

The votes cast by athenahealth shareholders on each of the foregoing proposals were as follows:
Proposal 1 - Election of Directors
 
 
 
 
 
 
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Dev Ittycheria
 
36,039,256

 
210,853

 
1,985,186

John A. Kane
 
36,221,937

 
28,172

 
1,985,186

Additionally, Amy Abernethy, Jonathan Bush, Brandon Hull, Jacqueline Kosecoff, and David E. Robinson continued to serve as directors after the Annual Meeting, as well as athenahealth's newly appointed director, Thomas Szkutak.
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
Proposal 2 - Ratification of Appointment of Independent Auditors
38,029,596

 
187,835

 
17,864

 
—

 
 
 
 
 
 
 
 
Proposal 3 - Advisory Vote on Executive Compensation
31,732,569

 
4,445,343

 
72,197

 
1,985,186


Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.
Description
99.1
Press release issued by athenahealth, Inc. on June 15, 2016.






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.
 
 
athenahealth, Inc.
 
 
(Registrant)

June 15, 2016
 
/s/ DAN HALEY
 
 
Dan Haley
 
 
SVP, General Counsel, and Secretary







EXHIBIT INDEX

Exhibit No.
Description
99.1
Press release issued by athenahealth, Inc. on June 15, 2016.



Exhibit 99.1

athenahealth Appoints Tom Szkutak to its Board of Directors

Former Amazon.com CFO to Lend Experience and Leadership as athenahealth Grows, Scales, and Approaches New Business Opportunities

WATERTOWN, Mass. – June 15, 2016 – athenahealth, Inc. (NASDAQ: ATHN), a leading provider of network-enabled services and mobile applications for healthcare providers nationwide, today announced the appointment of Tom Szkutak, former Amazon.com chief financial officer, to its Board of Directors, effective June 14, 2016. Mr. Szkutak will serve on the Compensation Committee and Nominating and Corporate Governance Committees of the Board of Directors.  With this addition, the athenahealth Board of Directors now comprises eight members.

Mr. Szkutak served as senior vice president and chief financial officer at Amazon.com from October 2002 to June 2015. Prior to Amazon, Mr. Szkutak spent 20 years with General Electric (“GE”). He held a variety of positions at GE, including chief financial officer of GE Lighting from September 2001 to September 2002, finance director of GE Plastics Europe from March 1999 to September 2001, and executive vice president of finance at GE Asset Management (formerly known as GE Investments) from May 1997 to March 1999. Mr. Szkutak also spent several years living outside of the United States while at GE with assignments in Europe, Asia, and Australia and is a graduate of GE's Financial Management Program. Mr. Szkutak received his B.S. in business administration from Boston University, where he graduated magna cum laude.

"We are thrilled to have Tom Szkutak join our Board of Directors," said Jonathan Bush, CEO of athenahealth. “Between his roles in finance at GE and, more importantly, his thirteen years as a leader on Jeff Bezos’ executive team, where he helped shape the great American story that is Amazon, we are adding a highly strategic director to our Board who we believe will help us to further grow, expand our services, and redefine healthcare’s experience with an expectation of technology in healthcare.”

"I am excited by the opportunity to serve on athenahealth’s Board of Directors," said Tom Szkutak. "While healthcare differs from the retail world from which Amazon sprouted, I see many cultural, mission-oriented, and business parallels between the two companies. I hope to lend my experience working with Amazon through its high-growth period and category expansion to athenahealth as the company furthers its goal of becoming the healthcare Internet.”


Exhibit 99.1

About athenahealth, Inc.
athenahealth is a leading provider of network-enabled services for electronic health records (EHR), revenue cycle management and  medical billing, patient engagement,care coordination, and population health management, as well as Epocrates and other point-of-care mobile apps. We connect care and drive meaningful, measurable results for more than 78,000 healthcare providers nationwide. For more information, please visit www.athenahealth.com.

Contact Info:
Dana Quattrochi
athenahealth, Inc. (Investors)
617-402-1329
Holly Spring
athenahealth, Inc. (Media)
617-402-1631

Forward Looking Information
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding athenahealth’s future growth and expansion of services. Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. These risks and uncertainties include: our highly competitive industry and our ability to compete effectively and remain innovative; the development of the market for cloud-based health care information technology services; changes in the health care industry and their impact on the demand for our services; and our ability to effectively manage our growth. Forward-looking statements speak only as of the date hereof and, except as required by law, we undertake no obligation to update or revise these forward-looking statements. For additional information regarding these and other risks faced by us, refer to our public filings with the Securities and Exchange Commission (“SEC”), available on the Investors section of our website at www.athenahealth.com and on the SEC’s website at www.sec.gov.



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