athenahealth, Inc. (NASDAQ:ATHN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
athenahealth, Inc. (the Company), amended and restated the
Companys Amended and Restated Bylaws (the Bylaws) to change the
voting standard for uncontested elections of directors from
plurality voting to majority voting and to add a related
resignation requirement. In particular, the amendments include
the following related changes:
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to Article II, Section 16(a), the standard for uncontested
elections of directors was changed to a majority voting standard so that a nominee for director will be elected to the Board if the number of shares voted for that directors election exceeds the number of votes cast against that director; |
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Directors will continue to be elected by a plurality of the
votes cast if the election is a contested election as defined in the Bylaws; |
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A proposed nominee must deliver an irrevocable letter of
resignation as a director, effective upon such persons failure to receive the required vote for reelection at the next meeting of stockholders at which such person would face reelection; |
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To the extent that an irrevocable resignation has not been
previously received by the Board from an incumbent director, in an election that is not a contested election, if any incumbent director nominated for reelection fails to receive a majority of the votes cast in an election, such director will promptly tender his or her resignation to the Board; and |
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The Nominating and Corporate Governance Committee (the NCG
Committee) will make a recommendation to the Board on whether to accept or reject an incumbent directors resignation, or whether other action should be taken. The Board will act on the resignation, taking into account the NCG Committees recommendation, and publicly disclose its decision regarding the resignation and the rationale behind the decision within 90 days following certification of the election results. The NCG Committee in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant. If the Board does not accept the resignation, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or earlier resignation or removal. |
ministerial and other changes including, but not limited to:
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Revising Article I, Section 1 to specify who has the
authority to call and set the date, time and place for an annual meeting of stockholders and the requisite vote of the Board required to approve a resolution calling an annual meeting and setting the date, time and place thereof; |
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Revising the advance notice provisions of Article I,
Section 2 to clarify and enhance certain provisions, including requirements regarding the required timing of and process for delivery of a nomination for director at an annual or special meeting of directors, the information which must accompany a nomination, a requirement that a nomination be made by a stockholder of record present in person, as defined in the Bylaws (unless the meeting is held by remote communication), to enhance the definition of a group for purposes of the Bylaws and to require information about stockholder associated persons, as defined, and persons acting in concert as defined, to enhance the required information regarding any other business that the stockholder proposes to bring before the meeting, and to require that information be updated; |
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Enhancing Article I, Section 4 regarding the Boards ability
to postpone and reschedule a previously scheduled meeting of stockholders and providing that no separate notice is required if the meeting is postponed by not more than 60 days; |
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Enhancing Article I, Section 8 regarding the procedures
regarding the provision of stockholder lists, including providing that such list may be made available electronically in certain circumstances; |
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Adding a new Article I, Section 11 regarding procedural
provisions with respect to the conduct of stockholders meetings, including the powers of the presiding officer of the meeting and the appointment of a secretary for the meeting; |
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Adding a new Article I, Section 12 relating to electronic
transmissions and communications, including permitting participation by directors and stockholders in meetings by means of remote communications; and |
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Revising Article V regarding the indemnification the
Company provides to its directors, officers and other agents to, among other things, provide for mandatory advancement of expenses. |
qualified in its entirety by reference to the full text of the
Bylaws, a copy of which is filed with this Current Report on Form
8-K as Exhibit 3.1 and incorporated in this Item 5.03 by
reference.
22, 2017
About athenahealth, Inc. (NASDAQ:ATHN)
athenahealth, Inc. is a provider of cloud-based services and mobile applications for medical groups and health systems. The Company delivers cloud-based services for revenue cycle management and medical billing, electronic health records (EHR), patient engagement, care coordination, order transmission, population health management, and clinical decision support. Through these services, the Company connects healthcare information and processes, and drives results for approximately 75,000 healthcare providers. The Company has developed various cloud-based services. Its services include athenaCollector for revenue cycle and practice management; athenaClinicals for electronic health records; athenaCommunicator for patient engagement; athenaCoordinator for order transmission; athenaCoordinator Enterprise for patient access, care coordination, and order transmission; athenaCommunicator Enterprise for population health management, and Epocrates for clinical decision support. athenahealth, Inc. (NASDAQ:ATHN) Recent Trading Information
athenahealth, Inc. (NASDAQ:ATHN) closed its last trading session up +0.36 at 108.60 with 318,593 shares trading hands.