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 11, 2021
Tabula Rasa HealthCare, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-37888 | | 46-5726437 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
228 Strawbridge Drive, Suite 100
Moorestown, New Jersey 08057
(Address of Principal Executive Offices, and Zip Code)
(866) 648-2767
Registrant’s Telephone Number, Including Area Code
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 (see General Instruction A.2. below):
| | ¨ | Written communication 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 | TRHC | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. |
The 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) of Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”), was held on June 11, 2021 at 10:00 A.M. via remote communication. At the 2021 Annual Meeting, the Company's stockholders approved the Company's Employee Stock Purchase Plan (the “ESPP”), including reserving 480,097 shares of the Company’s common stock for issuance under the ESPP. The Board of Directors (the “Board”) adopted the ESPP on February 22, 2021, subject to its approval by the Company’s stockholders. The ESPP offers eligible employees of the Company and affiliate companies the opportunity to purchase shares of Company common stock at a discounted price through regular payroll deductions. A description of the ESPP is set forth in the Company's definitive proxy statement for the 2021 Annual Meeting filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”) under the heading “Proposal Four: Approval of the Tabula Rasa HealthCare, Inc. Employee Stock Purchase Plan” and is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by the full text of the ESPP, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the 2021 Annual Meeting.
Item 1. All three Class II nominees for director, Dr. Samira Beckwith, Dr. Dennis Helling, and Rear Admiral Pamela Schweitzer, were elected to serve on the Company’s Board as Class II directors until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:
| Director Nominee | | For | | | Against | | | Broker Non-
Votes | |
| Dr. Samira Beckwith | | | 11,398,919 | | | | 6,859,678 | | | | 1,891,407 | |
| Dr. Dennis Helling | | | 11,818,510 | | | | 6,440,087 | | | | 1,891,407 | |
| Rear Admiral Pamela Schweitzer | | | 12,051,997 | | | | 6,206,600 | | | | 1,891,407 | |
Item 2. Stockholders approved, on an advisory basis, the 2020 compensation of the Company’s named executive officers, Dr. Calvin Knowlton, Dr. Orsula Knowlton, Mr. Brian Adams, and Mr. Michael Greenhalgh, based upon the following votes:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 16,235,855 | | | | 1,985,837 | | | | 36,905 | | | | 1,891,407 | |
Item 3. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved based on the following votes:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 19,216,457 | | | | 914,429 | | | | 19,118 | | | | 0 | |
Item 4. Stockholders approved the ESPP based upon the following votes:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 18,158,041 | | | | 86,382 | | | | 14,174 | | | | 1,891,407 | |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| | TABULA RASA HEALTHCARE, INC. |
| | |
| | |
| | By: | /s/ Dr. Calvin H. Knowlton |
| | | Dr. Calvin H. Knowlton |
| | | Chief Executive Officer |
Dated: June 17, 2021
