UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 14, 2005
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Health Grades, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22019 62-1623449
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
44 Union Boulevard, Suite 600
Lakewood, Colorado 80228
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 716-0041
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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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 14, 2005, the Compensation Committee (the "Committee") of the Board
of Directors of Health Grades, Inc. ("HealthGrades") approved 2004 bonus
payments to certain of HealthGrades' executive officers. These bonus payments
were made pursuant to an incentive compensation plan adopted by the Committee in
2004. 50% of the target bonus was based upon the achievement of a revenue goal
and the other 50% of the target bonus was based on the achievement of a net
income goal. Because both goals were achieved, the target bonus paid to each of
HealthGrades most highly compensated officers who participated in the plan was
as follows:
<Table>
<Caption>
Name and Principal Position 2004 Bonus(1)
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Kerry R. Hicks, President, Chief Executive Officer, and
Chairman of the Board $ 119,277
David G. Hicks, Executive Vice President - Information Technology $ 59,829
Sarah Loughran, Executive Vice President - Provider Sales $ 58,150
Peter Fatianow, Senior Vice President - Corporate Services $ 48,150
Allen Dodge, Senior Vice President - Finance/Chief Financial Officer $ 45,000
</Table>
(1) These payments are in addition to the bonuses paid in July 2004 which were
as follows: Kerry R. Hicks - $45,329; David G. Hicks - $22,958; Sarah
Loughran - $20,038 and Allen Dodge - $19,250.
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 GRADES, INC.
(Registrant)
By: ALLEN DODGE
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Allen Dodge
Senior Vice President -Finance
and Chief Financial Officer
Dated: February 15, 2005