UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2023 (May 30, 2023)
HealthStream, Inc.
(Exact name of Registrant as Specified in Its Charter)
Tennessee | 000-27701 | 62-1443555 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
500 11th Avenue North, Suite 1000, Nashville, Tennessee | | 37203 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 615-301-3100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock (Par Value $0.00) | | HSTM | | Nasdaq Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 30, 2023, the Board of Directors (the “Board”) of HealthStream, Inc. (the “Company”) appointed Dr. Alex Jahangir as a member of the Board. It is contemplated that Dr. Jahangir will commence service on the Board effective May 30, 2023. Dr. Jahangir will be a Class II Director, and as such his term will expire at the 2026 annual meeting of the Company’s shareholders. Moreover, it is contemplated that Dr. Jahangir will serve as a member of the Board’s Audit Committee.
Dr. Jahangir will participate in the standard non-employee director compensation arrangements described in the Company’s 2023 proxy statement, filed with the Securities and Exchange Commission on April 10, 2023. There are no arrangements or understandings between Dr. Jahangir and any other person pursuant to which he was selected to serve on the Board. There are no transactions and no proposed transactions between Dr. Jahangir and the Company that would require disclosure under Item 404(a) of Regulation S-K.
The Company’s press release announcing the appointment is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number | | Description |
| 99.1* | | |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | HealthStream, Inc. |
| | | |
| Date: June 5, 2023 | By: | /s/ Scott A. Roberts |
| | | Scott A. Roberts |
| | | Chief Financial Officer |
