hstm20220110_8k.htm
false 0001095565 0001095565 2022-01-06 2022-01-06
 


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
 
Date of Report (Date of earliest event reported): January 6, 2022
 

 
HealthStream, Inc.
(Exact name of Registrant as Specified in Its Charter)
 

 
Tennessee
000-27701
62-1443555
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
500 11th Avenue North, Suite 1000,
Nashville, Tennessee
 
37203
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrants Telephone Number, Including Area Code: 615-301-3100
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (Par Value $0.00)
HSTM
Nasdaq Global Select Market
 
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 (see General Instructions A.2. below):
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
 
 

 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On January 6, 2022, the Board of Directors (the “Board”) of HealthStream, Inc. (the “Company”) appointed Terry Allison Rappuhn as a member of the Board. It is contemplated that Ms. Rappuhn will commence service on the Board effective January 10, 2022. Ms. Rappuhn will be a Class III Director, and as such her term will expire at the 2024 annual meeting of the Company’s shareholders. Moreover, it is contemplated that Ms. Rappuhn will serve as a member of the Board’s Audit Committee.
 
Ms. Rappuhn will participate in the standard non-employee director compensation arrangements described in the Company’s 2021 proxy statement, filed with the Securities and Exchange Commission on April 6, 2021. There are no arrangements or understandings between Ms. Rappuhn and any other person pursuant to which she was selected to serve on the Board. There are no transactions and no proposed transactions between Ms. Rappuhn and the Company that would require disclosure under Item 404(a) of Regulation S-K.
 
The Company’s press release announcing the appointment is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit
Number
 
Description
99.1*
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
     
 

*         Furnished herewith.
 
 

 
 
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.
 
 
    HealthStream, Inc.
     
Date: January 11, 2022
By:
/s/ Scott A. Roberts
   
Scott A. Roberts
   
Chief Financial Officer
 
 
 
 
 
ex_322832.htm

Exhibit 99.1

 

P R E S S R E L E A S E

https://cdn.kscope.io/f78762fd58f1d59864aa4e6d4b6aba8f-a01.jpg

 

For Immediate Release:

Contact:

Mollie Condra, Ph.D.

HealthStream 

(615)-301-3237

mollie.condra@healthstream.com

 

 

HealthStream Announces the Addition of

Terry Allison Rappuhn to the Board of Directors

 

Nashville, Tennessee (January 11, 2022) HealthStream (Nasdaq: HSTM), a leading provider of workforce and provider solutions for the healthcare industry, today announced that Terry Allison Rappuhn has joined its Board of Directors and will serve as a member of its Audit Committee.

 

Ms. Rappuhn has served on six public company boards with revenue ranging from $70 million to $5 billion, primarily among healthcare provider companies. She served as an audit committee member and financial expert for all six boards, while concurrently chairing four of those committees. She also served as the Chief Financial Officer for Quorum Health Group from 1999 to 2001. Ms. Rappuhn began her career as a Certified Public Accountant at Ernst & Young, LLP.

 

Along with Ms. Rappuhn’s executive-level financial expertise and leadership, she brings cybersecurity governance skills to HealthStream’s Board. She holds a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors and Carnegie Mellon University.

 

Ms. Rappuhn’s exceptional performance across multiple executive and director roles has earned national recognition through the years. Most recently, she was listed among Women Inc.s “2019 Most Influential Corporate Board Directors” and Directors & Boards Magazines “2018 List of Directors to Watch.”

 

With a long-standing passion for healthcare delivery, Ms. Rappuhn has been actively involved in public service organizations. She founded Westminster Home Connection, a not-for-profit organization that makes homes safe and functional for older adults to age-in-place. Ms. Rappuhn also served as a project leader for the Healthcare Financial Management Association’s (HFMA) Patient Friendly Billing initiative, along with other key HFMA initiatives.

 

“Ms. Rappuhn makes an outstanding addition to our Board of Directors,” said Robert A. Frist, Jr., Chairperson and Chief Executive Officer of HealthStream. “Her distinguished record of accomplishments and financial expertise brings a wealth of experience to HealthStream. I expect that she will add a valuable perspective to Board discussions as she advises the Company.”

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About HealthStream

HealthStream (Nasdaq: HSTM) is dedicated to improving patient outcomes through the development of healthcare organizations’ greatest asset: their people. Our unified suite of solutions is contracted by healthcare organizations across the U.S. for workforce development, training & learning management, nurse & staff scheduling, clinical education, credentialing, privileging, provider enrollment, performance assessment, and managing simulation-based education programs. HealthStream’s corporate office is in Nashville, Tennessee. For more information, visit http://www.healthstream.com or call 800-521-0574.  

 

This press release includes certain forward-looking statements (statements other than solely with respect to historical fact) that involve risks and uncertainties regarding HealthStream. These statements are based upon managements beliefs, as well as assumptions made by and data currently available to management. This information has been, or in the future may be, included in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the forward-looking statements, including that the anticipated financial results associated with the acquisition may not be achieved, and that the anticipated financial and strategic benefits of the acquisition may not be realized, as well as the result of risks referenced in the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 26, 2021, the Companys Quarterly Report on Form 10-Q for the three months ended September 30, 2021, filed on October 28, 2021, and in the Companys other filings with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update or revise any such forward-looking statements.

 

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