Business Context and Reporting Period
This Form 8-K Current Report was filed by Health Catalyst, Inc. on May 7, 2020. The filing reports a corporate governance event: the appointment of a new director to the Board of Directors.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and related compensation arrangements.
Material Changes
The primary material change reported is the appointment of Mark Templeton to the Board of Directors and the Nominating and Corporate Governance Committee, effective June 15, 2020. This appointment fills a vacancy resulting from the expiration of Promod Haque's term at the 2020 annual meeting of stockholders.
Guidance, Outlook, and Management Commentary
There is no financial guidance, outlook, or management commentary regarding business operations in this filing. The document details the compensation package for the new director:
- Cash Retainer: A pro-rated annual cash retainer of $38,750, paid in monthly installments.
- Equity Award: An initial award of restricted stock units valued at $225,000, vesting in three equal annual installments over three years.
- Indemnification: Mr. Templeton will enter into the Company's standard form indemnification agreement.
The filing confirms no transactions exceeding $120,000 involving Mr. Templeton have occurred since the beginning of the last fiscal year.
Key Facts for Investor Verification
- Mark Templeton was appointed to fill the Class III director vacancy left by Promod Haque.
- The appointment is effective June 15, 2020, with service continuing until the 2022 annual meeting.
- Total initial compensation value includes $38,750 in cash and $225,000 in restricted stock units.
- A press release regarding this appointment was issued on May 12, 2020 (Exhibit 99.1).