UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 28, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Computer Programs and Systems, Inc. (the “Company”), the Board increased the size of the Board from seven directors to eight directors and elected Mark V. Anquillare to fill the newly created directorship, effective July 28, 2023. Mr. Anquillare will serve as a Class I director, with a term expiring on the date of the Company’s annual meeting of stockholders in 2024, when he is expected to stand for re-election as a director. In connection with his election to the Board, Mr. Anquillare was appointed to the Audit Committee of the Board. The Board has determined that Mr. Anquillare qualifies as “independent” under Nasdaq listing standards.
There are no arrangements or understandings between Mr. Anquillare and any other person pursuant to which Mr. Anquillare was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Anquillare and the Company. Mr. Anquillare will receive compensation for his Board service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Non-Management Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2023, as adjusted by the Board from time to time.
On July 31, 2023, the Company issued a press release announcing the election of Mark V. Anquillare to the Board. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit Number |
Description | |
| 99.1 | Press release dated July 31, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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 hereunto duly authorized.
| COMPUTER PROGRAMS AND SYSTEMS, INC. | ||||||
| Date: July 31, 2023 | By: | /s/ Matt J. Chambless | ||||
| Matt J. Chambless | ||||||
| Chief Financial Officer, Secretary and Treasurer | ||||||
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