R1 RCM Inc. (OTCMKTS:ACHI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

R1 RCM Inc. (OTCMKTS:ACHI) 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 December 20, 2017, R1 RCM Inc. (the “Company”) granted performance-based restricted stock unit awards (“PBRSUs”) to the Company’s chief executive officer and chief financial officer and to the chairman of the Company’s Board of Directors (the “Board”) in the amounts set forth opposite their names in the table below. The PBRSUs will be subject to the terms of the Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”) and the applicable PBRSU agreement.

Name

Title

PBRSU Target Award

Joseph Flanagan

Chief Executive Officer and President

2,581,614

Christopher Ricaurte

Chief Financial Officer and Treasurer

553,206

Steven Shulman

Chairman of the Board of Directors

1,475,208

to the PBRSU award agreements, the PBRSUs will be subject to both a time-based vesting condition and a performance-based vesting condition. The time-based vesting condition may be satisfied on the earlier of December 31, 2020 and a qualifying change of control (the “Performance Period”), subject to the recipient not having ceased to perform services with the Company. The performance-based vesting condition may be satisfied based upon an average per share price of the Company’s common stock as defined in the applicable PBRSU agreement, measured at the end of the Performance Period. The number of shares earned will be based upon the achievement of a performance-based vesting condition and will range from 0% to 350% of the target award, in the case of the chief executive officer, and 0% to 200% of the target award, in the case of the chief financial officer and the chairman of the Board. In the case of the chief financial officer and the chairman of the Board, if such individual ceases to perform services for the Company for any reason, all PBRSUs granted to such individual that are unvested are forfeited to the Company. In the case of the chief executive officer, all granted PBRSUs that are unvested are forfeited after he ceases to perform services for the Company, other than for certain qualifying terminations, which allow for pro-rata vesting as described in his agreement. The agreements with the chief executive officer and the chairman of the Board also provide that any vested award, whether settled in cash or shares, will remain nontransferable until certain change of control events occur or the ownership interests of specified shareholders diminish to specified levels, all as defined in the applicable agreement. Additionally, in the case of the chief executive officer and the chairman of the Board, the PBRSU award is intended to be settled in cash until such time as the share reserve available under the Plan has been deemed sufficient by the Compensation Committee of the Board to allow for the settlement of the PBRSUs in shares. to the applicable agreement with each of the chief executive officer, the chief financial officer and the chairman of the Board, if such individual is terminated for cause, as defined in the applicable agreement, such individual would be required to forfeit any shares or cash received to the award and forfeit any after-tax proceeds from the sale of such shares.

The foregoing description is qualified in its entirety by reference to the applicable PBRSU award agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, hereto and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1*

Grant of Performance Based Awards to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan to Joseph Flanagan

10.2*

Grant of Performance Based Awards to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan to Christopher Ricaurte

10.3*

Grant of Performance Based Awards to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan to Steven Shulman

*Management contract or compensatory plan or arrangement.


R1 RCM INC. Exhibit
EX-10.1 2 ceopbrsu-executionfinal.htm EXHIBIT 10.1 Exhibit Exhibit 10. 1GRANT OF PERFORMANCE BASED AWARDSPURSUANT TO THER1 RCM INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN* * * * *Participant:        Joseph FlanaganGrant Date:        December 20,…
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About R1 RCM Inc. (OTCMKTS:ACHI)

R1 RCM Inc., formerly Accretive Health, Inc., is a provider of revenue cycle services to healthcare providers. The Company offers revenue cycle management (RCM) service and physician advisory services (PAS). The Company operates through the business of providing end-to-end management services of revenue cycle operations for the United States-based hospitals and other medical providers segment. It also offers modular services, allowing clients to engage in specific components of its RCM service offering. Its customers are single or multi-hospital healthcare systems, including faith-based healthcare systems, community healthcare systems, academic medical centers and their affiliated ambulatory clinics, and physician practice groups. The Company’s population health solutions (PHS) services are designed to enable healthcare providers to manage the health of a defined patient population by identifying various individuals. The Company utilizes the R1 Performance Stack.

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