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
Date of Report (Date of earliest event reported): April 29, 2021
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HEALTH CATALYST, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38993 | 45-3337483 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
10897 South River Front Parkway #300
South Jordan, UT 84095
(Address of principal executive offices, including zip code)
(801) 708-6800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, 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))
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
| Common Stock, par value $0.001 per share | HCAT | The Nasdaq Global Select Market | ||||||||||||
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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 April 29, 2021, the board of directors (the board) of the Company accepted Tim Ferris's resignation from the board, including his resignation as chair of the board and from the nominating and corporate governance and transactions committees of the board, effective May 1, 2021. England's National Health Service (NHS) required Dr. Ferris to resign in connection with his appointment as its National Director of Transformation, effective May 1, 2021. Dr. Ferris's resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
John A. (Jack) Kane, has been appointed chair of the board effective May 1, 2021. Mr. Kane has been a director of the Company and has been the chair of the audit committee of the board since February 2016. Mr. Kane has more than 30 years’ experience in healthcare technology and currently serves on the board of directors of several privately held companies.
Additional comments regarding the chair transition will be provided during the Company's earnings call scheduled for Thursday, May 6, 2021, at 5:00 p.m. Eastern Standard Time.
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.
| HEALTH CATALYST, INC. | ||||||||
| Date: May 5, 2021 | By: | /s/ Bryan Hunt | ||||||
| Bryan Hunt | ||||||||
| Chief Financial Officer | ||||||||