Item 2.02 Results of Operations and Financial Condition.
release announcing its financial results for the third quarter ended
Current Report on Form 8-K and is incorporated by reference herein.
The information furnished in this Item 2.02 on this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors (the “Board”) appointed
Prior to joining the Company,
Corporate Development Officer at athenahealth, a leading provider of cloud-based
EHR/PM solutions and revenue cycle and value-based care services, which he
Strategy Officer at
services business, having joined via acquisition in
senior leadership roles at
Growth Business, which helped health systems market their services to patients
and engage physicians. Prior to
management consultant at
he focused on private equity due diligence and operational improvement work in
Maack Employment Agreement; Initial RSU Grant
In connection with his appointment as President, the Board approved the entry
into an employment agreement by and between
certain terms of his employment and pursuant to which
(i) an annual base salary of
2022, a guaranteed amount equal to 70% of
in the sole discretion of the Compensation Committee of the Board, an amount up
to 70% of
revenue targets and other requirements determined annually by the Chief
Executive Officer of the Company and the Board. The Board has also approved an
initial grant (the “Initial RSU Grant”) of 546,303 restricted stock units with
respect to the Company’s Class A common stock, par value
thereafter, 6.25% every three months for the next three years until fully
vested, in each case subject to
through each vesting date and the terms of the Equity Plan. The Initial RSU
Grant is also subject to the terms and conditions of an RSU award agreement in
substantially the form of the Company’s form of executive RSU award agreement
under the Equity Plan, which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein. In addition, the Employment
Agreement provides that
2024 (the “2024 Award”) pursuant to the Equity Plan, upon such terms and
conditions as are determined by the Compensation Committee in its sole
discretion, provided that management will recommend to the Compensation
Committee that the 2024 Award have a target grant value of at least
and that any time-based component thereof vest consistent with the vesting
scheduling of the Initial RSU Grant.
generally available to the Company’s executive employees, and for reimbursement
of certain expenses, including a one-time lump-sum relocation payment of
eligible for reimbursement of 100% of all health insurance premiums for
includes customary provisions requiring confidentiality, assignment of
inventions and non-competition and non-solicitation of the Company’s employees
during employment and one year thereafter.
without Cause and other than as a result of death or Disability (each as defined
in the Employment Agreement) or
Reason (as defined in the Employment Agreement) then, subject to his execution
of a general release of claims and certain other conditions set forth in the
Employment Agreement, we must provide
payments of base salary for a period of twelve months; (ii) payment of any
annual bonus for a prior fiscal year to the extent earned but not previously
paid, plus a lump-sum payment of the annual bonus to be earned by
greater of “target” or the average bonus paid over the prior two years (if such
history exists); (iii) accelerated vesting of all forms of equity awarded to
would otherwise have vested during the twelve-month period following the
termination date; and (iv) payment for twelve months of COBRA coverage, if
If during a Change of Control Period (as defined in the Employment Agreement),
employment for Good Reason, then we must provide
of regular payments of base salary for a period of eighteen months from the date
of termination of employment; (ii) payment any annual bonus for a prior fiscal
year to the extent earned but not previously paid, plus a lump-sum payment of
1.5 times the greater of the target annual bonus to be earned by
the year of termination or the average of the bonuses paid in the last two
calendar years (if such history exists); (iii) acceleration of the vesting of
all forms of equity awarded to
payment for eighteen months of COBRA coverage, if applicable.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text and terms of the Employment Agreement,
which is attached as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated by reference herein.
agreement in the form previously approved by the Board, which form is filed as
Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No.
333-258990) filed with the
Item 7.01 Regulation FD Disclosures
is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated by reference herein.
The information furnished in this Item 7.01 on this Current Report on Form 8-K,
including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18
of the Exchange Act, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the
Securities Act, or the Exchange Act, regardless of any general incorporation
language in such filing.
Item 9.01 Financial Statements and Exhibits.
10.1 Employment Agreement, dated as of
September 22, 2022, by and between Definitive Healthcare, LLCand Jonathan Maack10.2 Form of Executive Restricted Stock Unit Award Agreement under Definitive Healthcare Corp.2021 Equity Incentive Plan 99.1 Press Release Dated November 3, 2022(furnished herewith pursuant to Item 2.02) 99.2 Press Release Dated November 3, 2022(furnished herewith pursuant to Item 7.01) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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