Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Evolent Health, Inc. | exhibit991-newboardmember.htm |
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
September 1, 2015
Date of report (date of earliest event reported)
Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware | 001-37415 | 32-0454912 |
(State or other jurisdiction of incorporation or organization) | Commission File Number: | (I.R.S. Employer Identification No.) |
800 N. Glebe Road, Suite 500, Arlington, Virginia 22203 | ||
(Address of principal executive offices)(zip code) | ||
(571) 389-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, 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 of the registrant under any of the following circumstances:
☐ 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 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2015, the Board of Directors (the “Board”) of Evolent Health, Inc. (the “Company”) increased the number of directors on the Board to nine and appointed Kenneth A. Samet as a director. The Board also appointed Mr. Samet to the Company’s audit committee, having determined that he meets the financial literacy and experience requirements of the New York Stock Exchange (the “NYSE”) for service on that committee. Mr. Samet has served as President and Chief Executive Officer of MedStar Health (“MedStar”), a not-for-profit healthcare system, since 2008. From 2003 to 2008, Mr. Samet served as President and Chief Operating Officer of MedStar, and he served as its Chief Operating Officer from 1998 to 2003. Mr. Samet holds a bachelor’s degree in business administration from Old Dominion University and a master’s degree in health services administration from the University of Michigan.
The Board has determined that Mr. Samet is an independent director under the NYSE Corporate Governance Standards and that he meets the Securities and Exchange Commission’s independence requirements for service on the Company’s audit committee. There was no arrangement or understanding between Mr. Samet and any other persons pursuant to which Mr. Samet was selected as a director. As of the date of this Current Report on Form 8-K, neither Mr. Samet nor any of his immediate family members is a party, either directly or indirectly, to any transactions that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Samet will have the same director indemnification arrangements described in the Company’s final prospectus filed with the Securities and Exchange Commission on June 5, 2015. In addition, Mr. Samet will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors.
Item 8.01 - Other Events.
On September 2, 2015, the Company issued a press release regarding the matters discussed in Item 5.02. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being furnished with this Form 8-K
Exhibit | ||
Number | Description | |
99.1 | Press release dated September 2, 2015 | |
SIGNATURES
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 thereunto duly authorized.
EVOLENT HEALTH, INC.
/s/ Jonathan Weinberg | |
Jonathan Weinberg | |
General Counsel | |
Dated: September 2, 2015
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99.1 | Press release dated September 2, 2015 | |