Item 2.02 Results of Operations and Financial Condition.
On
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Executive Officer and Retirement OnJanuary 11, 2022 , the Company, announced thatMark Doerr was appointed to serve as the Company's Chief Executive Officer, effective as ofJanuary 10, 2022 .Mr. Doerr , RPh, became a Class I director on the Company's board of directors (the "Board of Directors") effective as of the same date.Mr. Doerr , age 52, previously served as Senior Vice President and General Manager of the Pharmacy Business Unit at Change Healthcare, a leading independent healthcare technology company that provides data and analytics-driven solutions to improve clinical, financial and patient engagement outcomes in theU.S. healthcare system, sinceMay 2020 . FromMarch 2017 untilMay 2020 , when it was acquired by Change Healthcare,Mr. Doerr served as the Chief Executive Officer for eRx Networks, a private company that provided comprehensive, innovative, and secure data-driven solutions for pharmacies. FromJanuary 2015 untilFebruary 2017 ,Mr. Doerr served as Senior Vice President, Pharmacy atGiant Eagle, Inc. , a supermarket chain with over 410 stores. FromNovember 2013 untilJanuary 2015 ,Mr. Doerr served as Senior Vice President, Partner and Product Development atAdheris Health , a leader in dynamic patient management solutions in theU.S. Prior to that,Mr. Doerr held positions atCatalina Marketing ,Kmart Corporation , and PharMor.Mr. Doerr holds a Bachelor of Science, Pharmacy degree fromOhio Northern University . The Company entered into anOffer Letter and Change of Control and Severance Agreement withMr. Doerr which provides for, among other matters, (i) an initial base salary of$450,000 per annum, (ii) a discretionary annual target bonus equal to seventy percent (70%) of his base salary with the ability to earn up to 140% of his base salary based on performance, (iii) an initial stock option grant of$1,050,000 under theMedAvail Holdings, Inc. 2021 Equity Incentive Plan (the "2021 Plan"), which will vest over four years, (iv) an initial restricted stock unit award of$1,050,000 under the 2021 Plan, which will vest over three years, and (v) certain change of control and severance payments and benefits in the event of a change of control or involuntary termination ofMr. Doerr's employment with the Company under certain circumstances. The foregoing summary of the Offer Letter and Change of Control and Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts of the Offer Letter that is attached hereto as Exhibit 10.1 and the Change of Control and Severance Agreement that is attached hereto as Exhibit 10.2, each of which is incorporated herein by reference. In connection withMr. Doerr's appointment as Chief Executive Officer,Ed Kilroy retired from his position as Chief Executive Officer of the Company and as a member of the Board of Directors, effectiveJanuary 10, 2022 . In connection with his retirement,Mr. Kilroy and the Company entered into a transition agreement pursuant to whichMr. Kilroy will assist with the transition of his role and consult for the Company as an advisor following his resignation throughMarch 31, 2022 , and will remain on payroll throughMarch 31, 2023 and receive additional separation payments. The terms of the transition agreement is qualified in its entirety by reference to the full text of such agreement that is attached hereto as Exhibit 10.3, which is incorporated herein by reference. There are no family relationships betweenMr. Doerr and any director or executive officer of the Company, and other than as described above, no transactions involvingMr. Doerr that would require disclosure under Item 404(a) of Regulation S-K. A copy of the Company's press release announcingMr. Doerr's appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Appointments and Changes to Board and Board Committees OnJanuary 7, 2022 , the Board appointed Ms.Laurie McGraw to serve as a Class I director, effectiveJanuary 10, 2022 , with a term expiring at the 2024 annual meeting of stockholders or until her successor has been duly elected and qualified or until such earlier resignation, removal or disqualification from service, and Mr.Paul Johnson to serve as a Class II director, effectiveJanuary 10, 2022 , with a term expiring at the 2022 annual meeting of stockholders or until his successor has been duly elected and qualified or until such earlier resignation, removal or disqualification from service. The appointments ofMs. McGraw andMr. Johnson , as well as the previously mentioned appointment ofMr. Doerr , fill the vacancies created by the resignations of Mr. Platerink andMs. Ciesielski , as well asMr. Kilroy , from the Board of Directors, which resignations became effective as ofJanuary 10, 2022 , following notices delivered by each to the Board of Directors onJanuary 7, 2022 . Mr. Platerink also resigned as Chairman of the Board of Directors and is replaced byRobert Faulkner , a current member of the Board of Directors, whileMs. Ciesielski also resigned from the Audit Committee of the Board of Directors (the "Audit Committee") and theNominating and Corporate Governance Committee of the Board of Directors (the "Nominating Committee"). NeitherMr. Kilroy's , Mr. Platerink's norMs. Ciesielski's resignations is due to any disagreement with the Company.Ms. McGraw , age 57, is currently Senior Vice President,Health Solutions , a division of the American Medical Associations ("AMA"), where she is responsible for AMA's data solutions used for innovation and standard-setting across the entire healthcare industry, which is a position she has held sinceFebruary 2016 . From 2013 to 2015,Ms. McGraw served as Chief Executive Officer of Shareable Ink, a clinical documentation and data solutions company. From 2000 to 2013,Ms. McGraw served in various leadership roles atAllscripts including President, Enterprise Solutions and Chief Client Officer.Ms. McGraw also spent ten years as a development leader and head of client success at ChannelHealth/IDX before its sale toAllscripts .Ms. McGraw received an Sc. B. with honors fromBrown University .Mr. Johnson , age 37, is currently Vice President, General Manager, Consumer of 23andMe Holding Co. (Nasdaq: ME) ("23andMe"), a leading consumer genetics and research company, a position he has held sinceNovember 2021 . FromNovember 2013 untilNovember 2021 ,Mr. Johnson served in various roles atLemonaid Health , an online health company, prior to its acquisition by 23andMe, including as Chief Executive Officer fromFebruary 2018 untilNovember 2021 , Co-CEO fromJune 2015 untilFebruary 2018 , and Chief Operating Officer fromNovember 2013 untilJune 2015 . In this capacity,Mr. Johnson developed and oversaw the company's growth and exit. Prior toLemonaid Health , he held roles as Head of Online atLloyds Pharmacy and Director,UK at Zooplus AG.Mr. Johnson holds a Bachelors of Science, with honors in IT and Business Management from theUniversity of Worcester . In connection with their appointments to the Board of Directors,Ms. McGraw was also appointed to the Compensation Committee of the Board of Directors (the "Compensation Committee") andMr. Johnson was appointed to the Audit Committee and the Nominating Committee. Following these reassignments, the Compensation Committee will consist ofGlen Stettin ,M.D. (Chair),Michael Kramer andMs. McGraw ; the Audit Committee will consist ofMr. Kramer (Chair),Gerald Gradwell andMr. Johnson ; and the Nominating Committee, will consist ofMr. Gradwell (Chair) andMr. Johnson . All of the directors on the Audit, Compensation and Nominating Committees are independent within the meaning of the listing standards ofThe NASDAQ Stock Market . The Board has affirmatively determined thatMs. McGraw andMr. Johnson are each an independent director pursuant to the listing standards ofThe NASDAQ Stock Market . Each ofMs. McGraw's andMr. Johnson's compensation for service as a non-employee director will be consistent with that of the Company's other non-employee directors, subject to proration to reflect the commencement date of their service on the Board of Directors. There are no arrangements or understandings betweenMs. McGraw orMr. Johnson and any other person pursuant to which each of them was appointed as a director of the Company. NeitherMs. McGraw norMr. Johnson has any family relationships with any of the Company's directors or executive officers, and, other than as described above, neither of them have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. A copy of the press release announcingMs. McGraw's andMr. Johnson's appointments is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Forward Looking Statements
This Current Report on Form 8-K contains certain statements that are not
historical facts and are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," "project," and
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. These forward-looking statements include,
but are not limited to, statements regarding the Company's preliminary financial
results; planned leadership changes; business strategy; market opportunity;
expectations for growth; expansion plans; and customer partnerships. These
statements are based on various assumptions, whether or not identified in this
press release, and on the current expectations of the Company's management and
are not predictions of actual performance. The preliminary, estimated financial
results for the fourth quarter and fiscal year 2021 contained in this Current
Report on Form 8-K contain forward-looking statements and are subject to the
completion of management's and the audit committee's final reviews and our other
financial closing procedures and are therefore subject to change. You should not
place undue reliance on such preliminary information and estimates because they
may prove to be materially inaccurate. While we believe that such preliminary
information and estimates are based on reasonable assumptions, actual results
may vary, and such variations may be material. Forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements, including but not
limited to risks discussed under the heading "Risk Factors" in both the
Company's Annual Report on Form 10-K, filed with the
Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 10.1Offer Letter between the Company andMark Doerr 10.2 Change of Control and Severance Agreement between the Company andMark Doerr 10.3 Transition Services Agreement between the Company andEd Kilroy 99.1 Press release datedJanuary 11, 2022
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