SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 30, 2012 (November 28, 2012)
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (615) 932-3000
(Former name or former address, if changed since last report)
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 Instruction A.2 below):
(b) Robert Galvin, M.D. submitted his resignation from his position as a member of the Board of Directors (the Board) of Emdeon Inc., a Delaware corporation (the Company), effective November 28, 2012.
(d) Effective November 28, 2012, the Board increased the size of the Board from six to seven members. Also effective November 28, 2012, the Board elected Howard L. Lance and Philip M. Pead to fill the vacancies created by the increase in the size of the Board and Dr. Galvins resignation. Mr. Lance will serve on the nominating committee of the Board, and Mr. Pead will serve on the audit committee of the Board.
Messrs. Lance and Pead were selected as members of the Board in accordance with the Companys Stockholders Agreement, dated as of November 2, 2011 (the Stockholders Agreement), by and among the Company, Beagle Parent Corp., an indirect parent of the Company (Parent), and other equity holders of Parent, including certain investment funds affiliated with The Blackstone Group L.P. (Blackstone) and Hellman & Friedman LLC (Hellman & Friedman). In accordance with the terms of the Stockholders Agreement regarding Board composition, Mr. Lance has been elected as a designee of Blackstone, and Mr. Pead has been elected as an independent director designated by Blackstone in consultation with Hellman & Friedman.
In consideration of their Board and committee service, each of Messrs. Lance and Pead will receive (i) $100,000 as an annual retainer and (ii) options to purchase 500 shares of common stock of Parent under the Beagle Parent Corp. Amended and Restated 2009 Equity Incentive Plan. The options will vest in equal annual installments over a five-year period, subject to the recipients continued membership on Parents board of directors and the Board, and are subject to accelerated vesting in connection with specified changes of control involving Parent or the Company. In accordance with the Companys customary practice, the Company also entered into indemnification agreements with Messrs. Lance and Pead, which require the Company to indemnify them against certain liabilities that may arise in connection with their status or service as directors. The indemnification agreements also provide for an advancement of expenses incurred by Messrs. Lance and Pead in connection with any proceeding relating to their status as directors.
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.