TABULA RASA HEALTHCARE,INC (NASDAQ:TRHC) 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.
(d) On August3, 2017, the Board of Directors (the “Board”) of Tabula Rasa HealthCare,Inc. (the “Company”) increased the size of the Board from seven directors to eight directors and appointed Dr.Samira K. Beckwith as a director of the Board. Dr.Beckwith will serve as a ClassII director, to serve until the 2018 annual meeting of stockholders or until her earlier resignation, retirement or other termination of service. It is contemplated that Dr.Beckwith may serve on certain committees of the Company’s Board, but no such committee appointments have been made at this time. The Board has determined that Dr.Beckwith is an independent director in accordance with applicable rulesof the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market. Dr.Beckwith will be compensated in accordance with the non-employee director compensation program of the Board, as described in the Company’s final prospectus filed with the SEC to Rule424(b)under the Securities Act of 1933, as amended (the “Securities Act”), on September29, 2016 in connection with the Company’s initial public offering completed in October2016 (the “IPO”).
Dr.Beckwith, 64, has been President and Chief Executive Officer of Hope HealthCare Services, a holistic health care system providing care for over 3,000 individuals daily, since 1991. Over the course of her career, Dr.Beckwith has actively worked with many professional organizations dedicated to hospice and palliative care, serving on the Board of Directors of the Florida Hospice and Palliative Care Association since 1991, the Board of Directors of the Hospice Action Network since 2007, the Board of Directors of the National PACE Association since 2013 and the National Advisory Board of the CSU Institute for Palliative Care since 2015, among others. She is the Founding President of the Florida PACE Association and a Founding Director of the National Partnership for Hospice Innovation. Dr.Beckwith has also served as a director of Investor’s Security Trust since 2003. Dr.Beckwith received a Doctor of Humane Letters from Southwest Florida College and holds a Bachelor of Sociology Degree and a Masters in Social Work from The Ohio State University. The Board believes that Dr.Beckwith’s commitment to quality care and experience with palliative care and end of life issues will make her a valuable member of the Company’s Board.
In connection with her appointment, Dr.Beckwith will enter into the Company’s standard indemnification agreement, the form of which was previously filed with the Company’s Registration Statement on FormS-1 (Registration No.333-208857) in connection with the IPO. There is no other material Company plan, contract or arrangement in which Dr.Beckwith will participate in connection with her appointment. There are no arrangements or understandings between Dr.Beckwith and any other person to which she was selected as a director of the Company, and there is no family relationship between Dr.Beckwith and any of the Company’s other directors or executive officers. There are also no related party transactions between Dr.Beckwith and the Company.
Item 7.01 Regulation FD Disclosure.
On August9, 2017, the Company issued a press release announcing Dr.Beckwith’s appointment to the Board. The Company is furnishing a copy of the press release, which is attached hereto as Exhibit99.1.