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
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Date of Report (Date of earliest event reported): October 31, 2022 |
American Well Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39515 | 20-5009396 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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75 State Street 26th Floor | |
Boston, Massachusetts | | 02109 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 617 204-3500 |
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Class A Common Stock, $0.01 Par Value | | AMWL | | New York Stock Exchange |
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.
Effective October 31, 2022, the Board of Directors (the "Board") of American Well Corporation (the "Company") appointed Robert Webb as a Class I director of the Company. Mr. Webb will serve for a term ending on the date of the Company’s 2024 annual meeting of shareholders following the fiscal year ending December 31, 2023, and until his successor is duly elected and qualified, or until his earlier resignation, death, or removal.
The Board determined Mr. Webb qualifies as an “independent director” for purposes of the New York Stock Exchange listing standards. There are no arrangements or understandings between Mr. Webb and any other person pursuant to which he was selected as a director. There are no other transactions involving the Company and Mr. Webb that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Webb will enter into the same director indemnification arrangement as the Company’s other directors, the form of agreement for which was filed with the SEC on August 24, 2020 as Exhibit 10.19 to the Company’s Registration Statement on Form S-1. Mr. Webb will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors, as in effect from time to time.
On November 3, 2022, the Company issued a press release announcing Mr. Webb’s appointment. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed 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 hereunto duly authorized.
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| | | AMERICAN WELL CORPORATION |
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Date: | November 3, 2022 | By: | /s/ Bradford Gay |
| | | Bradford Gay
Senior Vice President & General Counsel |
