HEALTHWAYS, INC. (NASDAQ:HWAY) Files An 8-K Other Events

In the Annual Report on Form 10-K for the year ended December 31,
2015, Healthways, Inc. (the “Company”) disclosed that on
October 30, 2015, the Delaware Chancery Court (the “Court”)
entered an order that dismissed a case brought in 2012 by Milton
Pfeiffer, a purported stockholder of the Company (the “Order”)
as moot. The Milton Pfeiffer complaint alleged, among other
things, that the Company’s Compensation Committee and Board of
Directors (the “Board”) violated the Company’s 2007 Stock
Incentive Plan by granting Ben R. Leedle, Jr., then Chief
Executive Officer and President of the Company, certain
discretionary performance awards in 2011 and 2012 (the “Pfeiffer
Action”). The Board adopted resolutions to ratify the equity
awards given to Mr. Leedle that were the subject of the Pfeiffer
Action, and the Company sent notice of such ratification to
stockholders on May 22, 2015 and May 25, 2015. The ratifications,
which went unopposed, resolved the issues raised in the Pfeiffer
Action. Accordingly, the Order dismissed the case as moot with
prejudice with respect to Milton Pfeiffer but without prejudice
to the proposed class. The Order preserved the right of counsel
for Milton Pfeiffer to petition the Court for an award of fees.
After negotiations, in order to eliminate the risk associated
with the plaintiff’s fee petition, the Company agreed to pay
fees and expenses of plaintiff’s counsel in the amount of
$385,000 within ten days following the entry of an order closing
the case. The order closing the case was entered on October 28,
2016 (the “Closing Order”). The Closing Order requires this
disclosure to be made to the Court’s rules. The fee has not been
approved or ruled upon by the Court.

A copy of the Order is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference. In
the Pfeiffer Action, plaintiff is represented by Brian E. Farnan
and Michael J. Farnan of Farnan LLP, 919 N. Market Street,
12^th Floor, Wilmington, DE 19801, (302) 777-0300 and
Shannon L. Hopkins and Sebastian Tornatore of Levi Korsinsky,
LLP, 733 Summer Street, Suite 304, Stamford, CT 06901, (203)
992-4523; and defendants are represented by William M. Lafferty
and D. McKinley Measley of Morris, Nichols, Arsht Tunnell LLP,
1201 N. Market Street, Wilmington, DE 19801, (302) 658-9200 and
Wallace W. Dietz, W. Brantley Phillips, Jr. and Joseph B. Crace,
Jr. of Bass, Berry Sims PLC, 150 Third Avenue South, Suite 2800,
Nashville, TN 37201, (625) 742-6200.

The information in this Current Report on Form 8-K, including the
information contained in Exhibit 99.1, is being furnished and
shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liability of that Section, nor shall
such information be deemed to be incorporated by reference in any
registration statement or other document filed under the
Securities Act of 1933 or the Exchange Act, except as otherwise
explicitly stated in such filing.

Item 9.01. Financial Statements and Exhibits.