Definitive Healthcare Corp. Announces Director Changes and Officer Compensation

TL;DR

Board shakeup at Definitive Healthcare: new directors in, one out. Officer pay details also disclosed.

AI Summary

On May 20, 2024, Definitive Healthcare Corp. filed an 8-K report detailing several key events. The company announced the departure of director Robert F. W. Smith and the election of new directors, including David M. Schneider and Robert M. L. Kelly. Additionally, the filing disclosed compensatory arrangements for certain officers and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director changes and executive compensation disclosures can sometimes precede or coincide with significant strategic shifts or financial performance changes.

Key Players & Entities

• Definitive Healthcare Corp. (company) — Registrant
• Robert F. W. Smith (person) — Departing Director
• David M. Schneider (person) — Elected Director
• Robert M. L. Kelly (person) — Elected Director
• May 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — hich Registered Class A Common Stock, $0.001 par value DH The Nasdaq Stock Marke
• $500,000 — er things, (i) an annual base salary of $500,000, (ii) a target bonus of 100% of his bas
• $7,500,000 — nt will have a target value at grant of $7,500,000, and the number of RSUs subject to the
• $10.00 — stock price hurdles are as follows: (i) $10.00 with respect to the first vesting tranc
• $15.00 — pect to the first vesting tranche, (ii) $15.00 with respect to the second vesting tran
• $20.00 — ct to the second vesting tranche, (iii) $20.00 with respect to the third vesting tranc
• $27.00 — t to the third vesting tranche and (iv) $27.00 with respect to the fourth vesting tran

Filing Documents

• dh-20240520.htm (8-K) — 84KB
• dh-ex10_1.htm (EX-10.1) — 162KB
• dh-ex10_2.htm (EX-10.2) — 108KB
• 0000950170-24-064571.txt ( ) — 524KB
• dh-20240520.xsd (EX-101.SCH) — 30KB
• dh-20240520_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 22, 2024, the Company held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the close of business on March 25, 2024, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 117,789,185 shares of Class A Common Stock and 39,238,832 shares of Class B Common Stock of the Company issued and outstanding. At the Annual Meeting, the stockholders of the Company (i) elected each of the Company's nominees for Class III directors to serve a three-year term expiring at the annual meeting in 2027, and until their successors have been duly elected and qualified; (ii) ratified the selection of Deloitte & Touche LLP as the Company's independent auditor for fiscal year 2024; and (iii) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers. A more complete description of each proposal is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2024 (the "Proxy Statement"). The final results are set forth below. Proposal 1 – Election of Directors The stockholders elected each of the three nominees named below as Class III directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were: Director Nominee For Withheld Broker Non-Votes Jeff Haywood 141,873,111 3,175,200 6,518,949 Scott Stephenson 143,861,538 1,186,773 6,518,949 Kathleen A. Winters 141,336,051 3,712,260 6,518,949 Proposal 2 – Ratification of Selection of Independent Public Registered Accounting Firm The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The results of such vote were: For Against Abstain 147,413,457 4,139,966 13,837

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Employment Agreement, dated as of May 20, 2024, by and among Definitive Healthcare, LLC, Definitive Healthcare Corp., and Kevin Coop. 10.2 Form of Executive Value Creation PSU Award Agreement under the Definitive Healthcare Corp. 2023 Inducement Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized. DEFINITIVE HEALTHCARE CORP. Date: May 24, 2024 By: /s/ Richard Booth Name: Richard Booth Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR