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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
January 27, 2020
Date of Report (Date of earliest event reported)
Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | |
| | Delaware | | 001-37415 | | 32-0454912 | |
| | (State or other jurisdiction of
incorporation or organization) | | Commission File Number: | | (I.R.S. Employer
Identification No.) | |
| | | | | | | | | | | |
| | 800 N. Glebe Road | , | Suite 500 | , | Arlington | , | Virginia | , | 22203 | |
| | (Address of principal executive offices)(zip code) | | | |
(571) 389-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
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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 |
| Class A Common Stock of Evolent Health, Inc., par value $0.01 per share | EVH | 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.
On January 27, 2020, Matt Hobart resigned as a director of Evolent Health, Inc. (the “Company”).
On January 28, 2020, the Board of Directors (the “Board”) of the Company elected Peter Grua as a Class I director. The Board also appointed Peter Grua to the Company’s audit committee. Mr. Grua is currently a Managing Partner at HLM Venture Partners (“HLM”), a venture capital investment firm, where his investment activities focus on health services, medical technologies and health care information technologies. Prior to joining HLM, Mr. Grua was a Managing Director at Alex Brown & Sons, an investment banking firm, where he directed research in health care services and managed care. Mr. Grua was previously a director at The Advisory Board Company and Welltower Inc. (formerly Health Care REIT, Inc.), and currently serves as a director at numerous companies including Innovacare Health, Inc., MeQuilibrium, Oceans Healthcare LLC, Ampersand Health, LLC, OnShift, Inc. and Linkwell Health, Inc. Mr. Grua holds a bachelor’s degree from Bowdoin College and a master’s degree in business administration from the Columbia University Graduate School of Business.
The Board has determined that Mr. Grua is an independent director in accordance with applicable New York Stock Exchange and Securities and Exchange Commission rules and regulations, including for service on the Company’s audit committee. There are no arrangements or understandings between Mr. Grua and any other persons pursuant to which Mr. Grua was selected as a director. As of the date of this Current Report on Form 8-K, neither Mr. Grua nor any of his immediate family members is a party, either directly or indirectly, to any transactions that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Grua will have the same director indemnification arrangements described in the Company’s final prospectus filed with the Securities and Exchange Commission on August 7, 2017. In addition, Mr. Grua will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors.
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.
Dated: January 28, 2020
EVOLENT HEALTH, INC.
By: /s/ Jonathan Weinberg
Name: Jonathan Weinberg
Title: General Counsel and Secretary
