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athenahealth, Inc. (NASDAQ:ATHN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

athenahealth, Inc. (NASDAQ:ATHN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2017, athenahealth, Inc. (the “Company”) entered into a separation agreement (the “Separation Agreement”) with Karl Stubelis to which he will step down from his positions as senior vice president, chief financial officer, chief accounting officer, and treasurer of the Company to pursue other opportunities. To help ensure a smooth transition, Mr.Stubelis will continue to support the Company through the reporting of the Company’s 2017 second quarter results and will continue to be employed by the Company on a full-time basis through July 21, 2017 (the “Separation Date”).

The Separation Agreement, which supersedes the terms of the Employment Agreement between the Company and Mr. Stubelis, dated May 19, 2016, provides that the Company will continue to pay Mr. Stubelis his current base salary for a period of twelve (12) months following the Separation Date and will also permit certain of Mr. Stubelis’s restricted stock units, which represent a right to acquire 4,500 shares of the Company’s common stock, to continue to vest through their next scheduled vesting date.

On July 13, 2017, the board of directors (the “Board”) of the Company appointed John A. “Jack” Kane, 64, a member of the Board since July 2007 and current chair of the Board’s audit committee, to serve as interim chief financial officer, effective July21, 2017. Mr. Kane will serve as the Company’s principal financial officer and principal accounting officer in his role as interim chief financial officer. During his service as interim chief financial officer, Mr. Kane will remain on the Board but will step down as chair of the audit committee. The Company expects to provide compensation to Mr. Kane in connection with his appointment as interim chief financial officer. The terms of such compensation, once finalized, will be described in an amendment to this Current Report on Form 8-K.

Previously, Mr. Kane served as chief financial officer and treasurer of IDX Systems Corporation (“IDX”), a healthcare software technology company, from October 1984 until it was acquired by General Electric Healthcare in January 2006, after which he served as a vice president of General Electric Healthcare from January 2006 to December 2006. While at IDX, Mr. Kane guided the company through more than a dozen acquisitions and at various times managed the finance, facilities, legal, human resources, and information systems functions for the company. Since his retirement in 2006, Mr. Kane has served as a director of several private organizations, and also served as a director of Merchants Bancshares,Inc. from 2005 to 2014. Prior to his employment with IDX, Mr. Kane worked as an audit manager at Ernst & Young LLP in Boston. Mr. Kane received his B.S. and a Master of Accountancy from Brigham Young University.

A copy of the press release issued by the Company on July 14, 2017 regarding the transition of Mr. Stubelis and appointment of Mr. Kane is attached hereto as Exhibit 99.1.

The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

10.1

Separation Agreement between athenahealth, Inc. and Karl Stubelis, dated July 10, 2017.

99.1

Press release issued by athenahealth, Inc. on July 14, 2017.

ATHENAHEALTH INC ExhibitEX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Daniel HaleySenior Vice President andGeneral Counselathenahealth,…To view the full exhibit click here
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.

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