Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 20, 2022, the Board of Directors (the "Board") of Tivity Health, Inc. (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the "NCG Committee"), appointed Stephanie Michele Davis, whose professional name is Stephanie Davis Michelman ("Michelman"), as a new director. Michelman has also been appointed as a member of the NCG Committee.

The Board has determined that Michelman is independent under applicable rules of the Nasdaq Stock Market and the Company's corporate governance guidelines. Michelman is not a party to any arrangement or understanding with any person pursuant to which she was elected a director of the Company. There are no family relationships between Michelman and any director, executive officer, or any person nominated or chosen by the Company to become its director or executive officer. Michelman is not a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

Michelman will participate in the Company's standard compensation program for non-employee directors, as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 6, 2021. Michelman will also enter into an indemnification agreement with the Company, in substantially the same form as the Company has entered into with each of the Company's existing directors and as previously filed with the Securities and Exchange Commission.

Item 7.01. Regulation FD Disclosure.

On January 24, 2022, the Company issued a press release announcing the appointment of Michelman to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits

  Exhibit 99.1       Press Release issued by the Company, dated January 24, 2022

Exhibit 104        Cover Page Interactive Date File (embedded within the Inline XBRL
                   document)

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