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): September 8, 2015
MedAssets, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33881 | 51-0391128 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 100 North Point Center E, Suite 200, Alpharetta, Georgia | 30022 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 678-323-2500
Not Applicable
(Former name or former address, if changed since last report)
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:
| | [ ] | 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (d)
On September 8, 2015, MedAssets, Inc. (the "Company") announced that Mr. Frederick A. Hessler has been appointed by the Company's Board of Directors to serve as a Class I director of the Company. Mr. Hessler will serve on the Board of Directors until the annual meeting of stockholders to be held in June 2017 and until his successor has been elected and qualified. The Board of Directors also appointed Mr. Hessler to be a member of each of the Audit and Governance and Nominating Committees of the Board as an independent director in conformity with NASDAQ Global Select Market Rules. The Board of Directors has determined that Mr. Hessler is "independent" as defined under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and NASDAQ Global Select Market rules.
In connection with his board service in 2015, Mr. Hessler will receive standard director compensation, on a pro-rata basis, in the form of a cash retainer and equity grant, of which the specific amounts and details of each will be determined by the members of the Compensation Committee of the Board of Directors at a later date.
Other than the foregoing, since the beginning of the Company's last fiscal year, there has been no transaction or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeded or will exceed $120,000 and in which Mr. Hessler had or will have a direct or indirect material interest.
Additionally, the Company announced that Messrs. Michael P. Nolte, the Company's President and Chief Operating Officer, and Rand A. Ballard, the Company's Senior Executive Vice President and Chief Customer Officer, have volunteered to step down from the Company's Board of Directors at the next annual meeting of stockholders. Both remain integral members of the Company's executive leadership team.
Following these changes, the Company's Board of Directors will be comprised of nine members, including eight non-management directors that the Board of Directors has determined are "independent" as defined under the Exchange Act and NASDAQ Global Select Market rules.
Item 8.01. Other Events.
The Company issued a press release on September 8, 2015 announcing the appointment of Mr. Hessler to the Board of Directors and that Messrs. Nolte and Ballard will step down from the Board at the next annual meeting of stockholders. A copy of the press release is attached as Exhibit 99.1 and is being incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | | Description |
| |
| 99.1 | Press Release, dated September 8, 2015. |
SIGNATURE
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 hereunto duly authorized.
| | | MedAssets, Inc.
(Registrant)
|
September 8, 2015
(Date) | | /s/ JONATHAN H. GLENN
Jonathan H. Glenn
Executive Vice President, Chief Legal Officer
and Corporate Secretary |
EXHIBIT INDEX
| Exhibit Number | | Description |
| |
| 99.1 | Press Release, dated September 8, 2015. |
