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 April 15, 2022, the compensation committee of the board of directors (the “Committee”) of Change Healthcare Inc. (the “Company”) approved a special equity award of Restricted Stock Units (“RSUs”) under the Company’s 2019 Omnibus Incentive Plan to Kriten Joshi, the Company’s Executive Vice President & President, Network Solutions and President, Software & Analytics, and Steven Martin, the Company’s Executive Vice President, Enterprise Technology. Mr. Joshi’s special equity award was comprised of 172,872 RSUs, which was in addition to his annual equity award of 73,138 RSUs. Mr. Martin’s special equity award was comprised of 170,656 RSUs, which was in addition to his annual equity award of 73,138 RSUs. The special and annual equity awards granted to Messrs. Joshi and Martin will vest in twelve equal quarterly installments commencing July 15, 2022, subject to their continued employment through the applicable vesting date.
On April 21, 2022, the Committee also approved a modification to outstanding exit-vesting options (the “Exit Vesting Options”) previously granted to certain employees (including Neil de Crescenzo, Frederik Eliasson, Kriten Joshi, and Roderick O’Reilly) under the Company’s Amended and Restated HCIT Holdings, Inc. 2009 Equity Incentive Plan to provide for an additional service-based vesting opportunity. Under the current terms of the Exit Vesting Options, such options generally vest, subject to the award holder’s continued employment through the vesting date, to the extent affiliates of Blackstone Inc. sell more than 25% of the equity interests of the Company. As modified, the Exit Vesting Options will now also provide for vesting in three equal annual installments beginning on June 30, 2022, subject to the award holder’s continued employment through the vesting date.
SIGNATURE
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.
| CHANGE HEALTHCARE INC. | ||
| By: | /s/ Loretta A. Cecil | |
| Name: Loretta A. Cecil | ||
| Title: Executive Vice President, General Counsel | ||
Date: April 21, 2022