Form 8-K - Current report

false 0001610950 0001610950 2023-10-03 2023-10-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2023

 

 

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-36730		27-3403111
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1030 Sync Street
Morrisville, North Carolina		27560-5468
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

 

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share		SYNH		The Nasdaq Stock Market LLC(1)

(1)    A Form 25 was filed with the Securities and Exchange Commission on September 28, 2023 to delist and deregister the Class A Common Stock. The deregistration of the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934 will be effective 90 days, or such shorter period as the Securities and Exchange Commission may determine, after the filing of the Form 25. Pending such effectiveness of the Form 25, the Class A Common Stock is no longer trading on The Nasdaq Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On October 3, 2023, Syneos Health, Inc. (the “Company”) publicly announced that Colin Shannon has been appointed Chief Executive Officer of the Company, effective immediately. Mr. Shannon succeeds Michelle Keefe, who will continue her tenure with the Company as a key member of the Executive Leadership Team. Mr. Shannon and Ms. Keefe will remain on the Board of Directors of the Company.

Mr. Shannon does not have any family relationships with any director or executive officer of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Shannon that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

A copy of the press release announcing the leadership change is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated as of October 3, 2023.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

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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.

 

						SYNEOS HEALTH, INC.
Date: October 3, 2023				By:		/s/ Jonathan Olefson
						Name: Jonathan Olefson
						Title: General Counsel and Corporate Secretary

Exhibit 99.1

 

News Release

Syneos Health Appoints Colin Shannon as

Chief Executive Officer

Industry Veteran Brings Decades of Experience Driving Growth at

Global Biopharmaceutical Solutions Organizations

MORRISVILLE, N.C. – October 3, 2023 – Syneos Health, Inc. (“Syneos Health” or the “Company”), a leading fully integrated biopharmaceutical solutions organization, today announced that Colin Shannon has been appointed Chief Executive Officer, effective immediately. Shannon succeeds Michelle Keefe, who will continue her tenure with Syneos Health as a key member of the Executive Leadership Team. Shannon and Keefe will remain on the Board of Directors.

Shannon brings decades of leadership experience driving growth at global biopharmaceutical solutions organizations. During his 14 years at PRA Health Sciences, Shannon served in executive roles, most recently as Chairman and CEO. During his tenure, he grew the company significantly, leading it through a successful IPO and subsequent sale to ICON plc., where he also served on its Board of Directors. Prior to PRA Health Sciences, he held various executive roles at Pharmaceutical Product Development Inc. (“PPD”), including EVP of Global Clinical Operations, COO and CFO of Europe and Chief Financial and Administrative Officer for International Operations.

Keefe served as CEO of Syneos Health for the last 18 months, driving the Company’s ongoing transformation and leading the organization through the successful going private transaction. As a key member of the Executive Leadership Team, she will remain committed and dedicated to Syneos Health’s employees and customers worldwide.

“It is an honor to be tasked with leading Syneos Health at such an exciting time in its evolution,” said Shannon. “I look forward to working with Michelle and the rest of the leadership team, the Board and our dedicated employees as we push ourselves to new heights. Together, we will continue to deliver on our commitment to customers and strive to provide service that exceeds expectations.”

“I am excited to work closely with Colin and the full leadership team as we continue to drive our ongoing transformation across our clinical and commercial capabilities,” said Keefe. “Syneos Health has become a fully integrated biopharmaceutical leader, offering unique, innovative and technology-enabled solutions to the market, and we are well positioned to build on our momentum.”

About Syneos Health

Syneos Health^® is a leading fully integrated biopharmaceutical solutions organization built to accelerate customer success. We translate unique clinical, medical affairs and commercial insights into outcomes to address modern market realities.

 

		© 2023 All rights reserved | Confidential | For Syneos Health® use only		1

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News Release

 

We bring together a talented team of professionals, who work across more than 110 countries, with a deep understanding of patient and physician behaviors and market dynamics.

Together we share insights, use the latest technologies and apply advanced business practices to speed our customers’ delivery of important therapies to patients.

Syneos Health supports a diverse, equitable and inclusive culture that cares for colleagues, customers, patients, communities and the environment.

To learn more about how we are Shortening the distance from lab to life^®, visit syneoshealth.com.

Forward-Looking Statements

Certain statements contained in this press release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. All statements, other than historical facts, including statements regarding the Company’s future results, strategy and operations as a private company, are forward-looking statements. The forward-looking statements are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond its control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others: the effect of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; and the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as updated by the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and its other filings with the Securities and Exchange Commission, copies of which are available free of charge on the Company’s website at investor.syneoshealth.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Contact Information

Gary Gatyas

Executive Director, External Communications

[phone]

[e-mail]

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		© 2023 All rights reserved | Confidential | For Syneos Health® use only		2

Document and Entity Information	Oct. 03, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001610950
Document Type	8-K
Document Period End Date	Oct. 03, 2023
Entity Registrant Name	SYNEOS HEALTH, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-36730
Entity Tax Identification Number	27-3403111
Entity Address, Address Line One	1030 Sync Street
Entity Address, City or Town	Morrisville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27560-5468
City Area Code	(919)
Local Phone Number	876-9300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.01 par value per share
Trading Symbol	SYNH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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