MultiPlan Files 8-K: Material Agreement, Officer Comp Changes

TL;DR

**MultiPlan just reported a new material agreement and officer pay changes, signaling potential strategic shifts.**

AI Summary

MultiPlan Corporation filed an 8-K on January 4, 2024, reporting events from December 28, 2023, including an entry into a material definitive agreement and changes in compensatory arrangements for certain officers. This filing indicates potential strategic shifts or new contractual obligations for MultiPlan, which could impact its financial performance and future outlook. Investors should monitor the details of these agreements and compensation changes as they may signal new business directions or efforts to retain key talent, ultimately affecting the stock's value.

Why It Matters

This filing signals new contractual obligations and potential shifts in executive compensation, which could influence MultiPlan's operational strategy and financial health. These changes might affect the company's profitability and investor confidence.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' and changes to 'compensatory arrangements of certain officers' without specific details, introducing uncertainty about their financial impact and strategic implications.

Analyst Insight

Investors should await further disclosures from MultiPlan regarding the specifics of the 'material definitive agreement' and 'compensatory arrangements' to assess their potential impact on the company's financials and strategic direction before making investment decisions.

Key Numbers

• December 28, 2023 — Date of earliest event reported (The date when the material definitive agreement and compensatory arrangements were entered into or changed.)
• January 4, 2024 — Filing date (The date the 8-K was officially filed with the SEC.)
• 001-39228 — Commission File Number (MultiPlan Corporation's unique identifier with the SEC.)
• (212) 780-2000 — Business Phone (MultiPlan Corporation's primary contact number.)

Key Players & Entities

• MultiPlan Corporation (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for MultiPlan Corporation
• New York (company) — city of MultiPlan Corporation's principal executive offices
• Churchill Capital Corp III (company) — former name of MultiPlan Corporation
• Butler Acquisition Corp (company) — former name of MultiPlan Corporation

Forward-Looking Statements

• MultiPlan will provide more details on the material definitive agreement in a subsequent filing or press release. (MultiPlan Corporation) — medium confidence, target: Q1 2024
• The changes in compensatory arrangements will be aimed at retaining key executives. (MultiPlan Corporation) — medium confidence, target: Ongoing

FAQ

Key Financial Figures

• $0.0001 — tered Shares of Class A Common Stock, $0.0001 par value per share MPLN New York S
• $487,500 — o receive: (a) an annual base salary of $487,500, pro-rated for any partial year (the "E
• $200,000 — r. White shall be entitled to receive a $200,000 cash annual retainer. Subject to Mr.
• $750,000 — (the "Plan") with a grant date value of $750,000 (the "2024 Equity Grant") that fully ve
• $1,500,000 — entitled to a lump sum payment equal to $1,500,000 and (ii) the Company shall pay the prem
• $825,000 — entitled to: an annual base salary of $825,000, subject to adjustment by the Compensat
• $500,000 — he Board; a one-time sign-on bonus of $500,000; an annual bonus opportunity with a t
• $8,000,000 — grant date fair value of not less than $8,000,000, in an equal mix of time-based and perf
• $5,000,000 — s having a Black-Scholes value equal to $5,000,000, with an exercise price equal to the fa

Filing Documents

• tm2333690d1_8k.htm (8-K) — 54KB
• tm2333690d1_ex10-1.htm (EX-10.1) — 41KB
• tm2333690d1_ex10-2.htm (EX-10.2) — 21KB
• tm2333690d1_ex10-3.htm (EX-10.3) — 131KB
• tm2333690d1_ex99-1.htm (EX-99.1) — 14KB
• tm2333690d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-001154.txt ( ) — 530KB
• mpln-20231228.xsd (EX-101.SCH) — 3KB
• mpln-20231228_def.xml (EX-101.DEF) — 26KB
• mpln-20231228_lab.xml (EX-101.LAB) — 36KB
• mpln-20231228_pre.xml (EX-101.PRE) — 25KB
• tm2333690d1_8k_htm.xml (XML) — 5KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 4, 2024, MultiPlan Corporation (the "Company") announced a succession plan whereby Mr. Dalton will become the Company's President and Chief Executive Officer succeeding Dale White on or around March 1, 2024. Mr. White, the Company's current President and Chief Executive Officer, is expected to continue to serve as President and Chief Executive Officer until Mr. Dalton's appointment on the Transition Date and to work closely with Mr. Dalton to ensure a smooth transition. On the Transition Date, Mr. White will remain an employee of the Company and be appointed the Executive Chair of the Board. The transition of Mr. White from his role as President and Chief Executive Officer was not the result of any disagreement with the Company, the Company's management, or any other member of the Board. In addition, Mark Tabak, the Company's Non-Executive Chair of the Board, will step down from such role, effective as of the Transition Date. Mr. Tabak will continue to serve as a member of the Board. Effective as of the Transition Date, the Board, in light of the above transition and on the recommendation of the Nominating and Corporate Governance Committee of the Board, has increased the size of the Board from twelve (12) to thirteen (13) directors (the "Board Size Increase"). On the Transition Date, Mr. Dalton will be appointed as a Class I Director of the Board to fill the vacancy created by the Board Size Increase, to serve as a director until the Company's annual meeting of stockholders to be held in 2024 (the "2024 Annual Meeting of Stockholders") and until his successor has been duly elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. The Company intends to nominate Mr. Dalton for re-election as a Class I director at the 2024 Annual Meeting of Stockhold

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 4, 2024, the Company issued a press release announcing the foregoing transition, including plans for the appointment of Mr. Dalton as President and Chief Executive Officer to succeed Mr. White and plans for Mr. White's appointment as Executive Chair of the Board, succeeding Mr. Tabak, the current Chair. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information, including the press release, furnished under this Item 7.01 shall not be deemed "filed" for the 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, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are included in this Form 8-K: 10.1 Amendment No. 2 to Investors Rights Agreement, dated as of December 28, 2023, among MultiPlan Corporation and the other parties thereto. 10.2 Transition Letter, dated December 28, 2023, between Multiplan Corporation and Dale White. 10.3 Employment Agreement, dated December 28, 2023, between Multiplan Corporation and Travis Dalton. 99.1 Press Release, dated January 4, 2024, announcing plans for the new President and Chief Executive Officer of the Company. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This Report includes statements that express management's opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events and therefore are, or may be deemed to be, "forward-looking statements". These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "forecasts," "intends," "plans," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, including the discussion of the Company's succession plans. The forward-looking that future developments will occur as anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, changes in management's and the Board's intentions and those factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, including those under "Risk Factors" therein, and other documents filed or to be filed with the SEC by the Company. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date made. The Company does not undertake any obligatio

SIGNATURES

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. Dated: January 4, 2024 MultiPlan Corporation By: /s/ James M. Head Name: James M. Head Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR