HealthStream, Inc. (NASDAQ:HSTM) 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.
The Company also entered into a Restricted Share Unit Agreement dated as of May15, 2018 (the “Sousa RSU Agreement”) with Michael Sousa, our Senior Vice President and President, Verity, Inc., a HealthStream Company (“Verity”). to the Sousa RSU Agreement, Mr.Sousa was granted 35,000 performance-based RSUs, which are eligible for vesting in five increments of 10%, 15%, 20%, 25% and 30% on March15, 2019, 2020, 2021, 2022 and 2023, respectively, according to whether the Company achieves certain annual financial performance targets for the fiscal year of the Company preceding such date of vesting (which targets will be determined by the Committee on an annual basis and may be based on, among other things, operating income, EBITDA and revenue thresholds). Such vesting will (except in the event of a Change in Control as more specifically provided in the Sousa RSU Agreement) be subject to Mr.Sousa’s continuing employment with the Company as of the applicable vesting date.
to the Sousa RSU Agreement, Mr.Sousa surrendered for cancellation all of the outstanding performance-based RSUs previously granted to him by the Company as follows: (i)all of the remaining outstanding 25,000 performance-based RSUs granted to Mr.Sousa in September 2015, which had performance periods for the years ended December31, 2015, 2016, 2017, 2018 and 2019, as applicable (11,250 of which RSUs remained outstanding prior to such cancellation); (ii) 5,000 performance-based RSUs granted to Mr.Sousa in September 2015, which had a performance period for the five-year period ending December31, 2019 (all of which RSUs remained outstanding prior to such cancellation); and (iii) 4,250 performance-based RSUs granted to Mr.Sousa in December 2016, which had a performance period for the three-year period ending December31, 2019 (all of which RSUs remained outstanding prior to such cancellation).
The foregoing descriptions of the material terms of the Pearson RSU Agreement and the Sousa RSU Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Pearson RSU Agreement and the Sousa RSU Agreement, respectively, copies of which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.
| Item 5.02. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
| 10.1^ | Restricted Share Unit Agreement, dated as of May15, 2018, by and between HealthStream, Inc. and J. Edward Pearson. |
| 10.2^ | Restricted Share Unit Agreement, dated as of May15, 2018, by and between HealthStream, Inc. and Michael Sousa. |
| 99.1 | Press Release of HealthStream, Inc. dated May16, 2018. |
| ^ | Management contract or compensatory plan or arrangement. |
HEALTHSTREAM INC ExhibitEX-10.1 2 d569040dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 HEALTHSTREAM,…To view the full exhibit click here
About HealthStream, Inc. (NASDAQ:HSTM)
HealthStream, Inc. provides workforce, patient experience and provider solutions for healthcare organizations. Delivered primarily as Software-as-a-Service (SaaS), the Company’s solutions focus on challenges facing the healthcare workforce and healthcare organizations, including the need to manage, retain, engage and develop healthcare workforce talent; meet compliance requirements; manage ongoing medical staff credentialing and privileging processes, and deliver patient experiences of care in healthcare organizations. The Company operates in three segments: HealthStream Workforce Solutions, HealthStream Patient Experience Solutions and HealthStream Provider Solutions. Its products and services are organized into three segments: Workforce Solutions, Patient Experience Solutions, and Provider Solutions. Its provider solutions include MSO for the Web (MSOW) and Privilege Content and Criteria Builder (PCCB).
