Evolent Health, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Evolent Health, Inc. on April 12, 2016. The report discloses a change in the composition of the Company's Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes.
Material Changes
- Director Election: On April 12, 2016, the Board elected Michael D'Amato as a director.
- Committee Appointments: Mr. D'Amato was appointed to the Compensation Committee and the Nominating and Governance Committee.
- Director Resignation: Robert Musslewhite resigned from the Board on April 5, 2016.
- Nomination Process: Mr. Musslewhite was nominated by The Advisory Board Company. Pursuant to a Stockholders Agreement dated June 4, 2015, The Advisory Board Company nominated Mr. D'Amato to replace him, as Principal Stockholders holding at least 40% of their shares are entitled to nominate two directors.
Management Commentary and Background
Michael D'Amato brings significant experience in healthcare and investment. Since June 2011, he has served as Managing Partner of Sears Road Partners LLC. His prior roles include Senior Advisor to the Federal Chief Performance Officer (2009-2011), Founding Partner of Portfolio Logic LLC (2004-2009), and various executive positions at The Advisory Board Company (1995-2004), including CFO and Executive Vice President. He also served as a Senior Partner at Bain & Company. He holds a B.S. from MIT and an M.B.A. from Harvard Business School.
Mr. D'Amato will receive standard director indemnification and is eligible to participate in compensation programs for non-employee directors. No other arrangements or understandings regarding his selection were disclosed.
Investor Verification Checklist
- Verify the terms of the Stockholders Agreement dated June 4, 2015, regarding director nomination rights for Principal Stockholders.
- Confirm the current ownership percentages of TPG Growth II BDH, L.P., TPG Eagle Holdings L.P., UPMC, and The Advisory Board Company to ensure they meet the 40% threshold for nomination rights.
- Review the Company's final prospectus (filed June 5, 2015) for details on director indemnification and non-employee director compensation programs.
- Check for any subsequent filings regarding the resignation of Robert Musslewhite or the effective date of his departure.