HMS HOLDINGS CORP. (NASDAQ:HMSY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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HMS HOLDINGS CORP. (NASDAQ:HMSY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February25, 2019, the Board of Directors of HMS Holdings Corp. (the “Company”) appointed Douglas M. Williams Jr., age 59, as Executive Vice President and Chief Operating Officer of the Company, effective as of February25, 2019. In this role, Mr.Williams will oversee all aspects of the Company’s coordination of benefits and payment integrity businesses, including product innovation and growth, delivery and development, and enterprise operations, as well as lead sales, account management and advisory services for all of the Company’s markets.

Mr.Williams joined the Company in December2013, as Division President of Commercial Solutions, responsible for leading the Company’s commercial product and business development strategy. In January2015, Mr.Williams was promoted to Division President of Markets with responsibility for leading the Company’s state and federal government and commercial markets, sales and marketing. In December2016, Mr.Williams was promoted to President, Markets and Product with additional responsibility for the Company’s product management and payment integrity solutions. Mr.Williams has over 30 years of experience in healthcare information technology, sales, general management and operations with a strong focus in healthcare consulting.

In his new role, Mr.Williams’ annual base salary will be $550,000. Mr.Williams’ target bonus opportunity for fiscal 2019 is 75% of his annual base salary. In addition, the Compensation Committee granted Mr.Williams an annual long-term incentive award with an aggregate grant date fair value of $1,600,000, consisting of 50% restricted stock units and 50% premium-priced stock options having an exercise price of 115% of the closing price of the Company’s common stock on the grant date, on a substantially equal value basis, to the Company’s 2016 Omnibus Incentive Plan (the “Plan”). The restricted stock units and premium-priced stock options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to the terms of the Plan and the award agreements. The grant date for Mr.Williams’ equity award will be the third business day after the date of filing of the Company’s Form10-K for the fiscal year ended December31, 2018.

There are no arrangements or understandings between Mr.Williams and any other person to which he was appointed as Executive Vice President and Chief Operating Officer of the Company, and there is no family relationship between Mr.Williams and any of the Company’s other directors or executive officers. Mr.Williams is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a)of Regulation S-K.

About HMS HOLDINGS CORP. (NASDAQ:HMSY)

HMS Holdings Corp. is a holding company. The Company, through its subsidiaries, operates in the United States healthcare insurance benefit cost containment marketplace. It provides coordination of benefits services to government, and private healthcare payers and sponsors. Its payment integrity services ensure that healthcare claims billed are accurate and appropriate. It offers services to state Medicaid agencies, government health agencies and health plans, including Medicaid managed care, Medicare Advantage and group and individual health lines of business; government and private employers; and other healthcare payers and sponsors, including child support agencies. It serves approximately 45 state Medicaid programs and the District of Columbia, and government health agencies, including Centers for Medicare & Medicaid Services (CMS) and the Veterans Health Administration (VHA). It also provides services to approximately 250 health plans and supports their multiple lines of business.