Form 8-K - Current report

false 0001169445 0001169445 2024-10-18 2024-10-18 0001169445 tbrg:CommonStockParValue.001PerShare2Member 2024-10-18 2024-10-18 0001169445 tbrg:CommonStockPurchaseRights1Member 2024-10-18 2024-10-18

 

 

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 18, 2024

 

 

TRUBRIDGE, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		000-49796		74-3032373
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

54 St. Emanuel Street, Mobile, Alabama 36602

(Address of Principal Executive Offices, including Zip Code)

[phone]

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001 per share		TBRG		The NASDAQ Stock Market LLC
Common Stock Purchase Rights		N/A		The NASDAQ Stock Market LLC

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 communication 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))

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. ☐

 

 

 

---

Item 5.02

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

On October 18, 2024, Denise W. Warren submitted her resignation from the Board of Directors (the “Board”) of TruBridge, Inc. (the “Company”), effective November 15, 2024. Ms. Warren is resigning from the Board in order to devote increased time and attention to serving as chairperson of another public company board of directors, and this decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Also on October 18, 2024, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board elected Amy O’Keefe, effective immediately, to fill the seat on the Board that will be vacated by Ms. Warren. Ms. O’Keefe will serve as a Class II director until the expiration of her term on the date of the Company’s annual meeting of stockholders in 2025, when she is expected to stand for re-election as a director. In connection with her election to the Board, Ms. O’Keefe was appointed to the Audit Committee of the Board. The Board has determined that Ms. O’Keefe qualifies as “independent” under Nasdaq listing standards.

There are no arrangements or understandings between Ms. O’Keefe and any other person pursuant to which Ms. O’Keefe was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. O’Keefe and the Company. Ms. O’Keefe will receive compensation for her Board service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Non-Management Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2024, as adjusted by the Board from time to time.

On October 21, 2024, the Company issued a press release announcing the resignation of Ms. Warren and the election of Ms. O’Keefe to the Board. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

The following exhibits are filed herewith:

 

Exhibit Number		Exhibit
99.1		Press Release dated October 21, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

---

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.

 

				TRUBRIDGE, INC.
Date: October 21, 2024				By:		/s/ Christopher L. Fowler
						Christopher L. Fowler
						President and Chief Executive Officer

Exhibit 99.1

 

CONTACT:

Tracey Schroeder

Chief Marketing Officer

[e-mail]

TRUBRIDGE ELECTS AMY O’KEEFE TO THE COMPANY’S BOARD OF DIRECTORS

NEW DIRECTOR BRINGS DEEP FINANCIAL AND OPERATIONAL EXPERTISE

MOBILE, Ala. (October 21, 2024) TruBridge, Inc. (“TruBridge” or the “Company”) (NASDAQ:TBRG), a healthcare solutions company, today announced the election of Amy O’Keefe to its Board of Directors (the “Board”), effective October 18, 2024.

O’Keefe currently serves as Chief Financial Officer of Avaya, a contact center and communications solutions provider backed by Apollo Global Management. In this role, she is spearheading a comprehensive financial and operational turnaround of the business. Prior to joining Avaya in 2023, O’Keefe spent time as Chief Financial Officer of WW International, Inc. (NASDAQ: WW), playing a critical role in evolving their strategic plan in response to the COVID-19 pandemic. She previously served in a variety of executive roles at Drive DeVilbiss Healthcare and Stanley Black & Decker, Inc. (NYSE: SWK) and in public accounting at Ernst & Young.

“We are pleased to welcome Amy to our Board,” said Chris Fowler, chief executive officer of TruBridge and an executive member of the Company’s Board. “Amy’s deep financial experience and public company leadership spanning over three decades will be invaluable to TruBridge as we execute our growth strategy and build long-term value for our shareholders.”

“Amy’s appointment is a meaningful step in furthering TruBridge’s objective to maintain a strong and engaged Board,” added Glenn Tobin, Independent Chair of the TruBridge Board and a member of its Nominating and Corporate Governance Committee. “The breadth of financial and business transformation expertise that Amy brings aligns with the qualities we have been searching for in a new independent Board member and will complement the work and experience of our other members. We are confident we will benefit from her fresh insight and perspective and are thrilled to welcome Amy to the TruBridge Board of Directors.”

O’Keefe will be replacing Denise Warren as she steps down from her role on the TruBridge Board of Directors to assume the role of Chairperson for Brookdale Senior Living (NYSE: BKD) where she has served on the board since 2018. O’Keefe will serve alongside Warren until her departure on November 15, 2024.

Tobin commented, “On behalf of the TruBridge Board of Directors and the management team, I want to express our gratitude to Denise for her service and dedication to TruBridge since joining the Board in 2017. Denise has been instrumental in providing strategic insight, thoughtful guidance, and financial expertise, and we wish her the best in her future endeavors.”

 

-MORE-

---

TruBridge Elects Amy O’Keefe to the Company’s Board of Directors

Page 2

October 21, 2024

 

About TruBridge

We are a trusted partner to more than 1,500 healthcare organizations with a broad range of technology-first solutions that address the unique needs and challenges of diverse communities, promoting equitable access to quality care and fostering positive outcomes. Our industry leading HFMA Peer Reviewed^® suite of revenue cycle management (RCM) offerings combine unparalleled visibility and transparency to enhance productivity and support the financial health of healthcare organizations across all care settings. TruBridge has over four decades of experience in connecting providers, patients and communities with innovative solutions that create real value by supporting both the financial and clinical side of healthcare delivery. Our solutions champion end-to-end, data-driven patient journeys that support value-based care, improve outcomes, and increase patient satisfaction. We support efficient patient care with electronic health record (EHR) product offerings that successfully integrate data between care settings. Above all, we believe in the power of community and encourage collaboration, connection, and empowerment with our customers. We clear the way for care. For more information, please visit www.trubridge.com.

-END-

Document and Entity Information	Oct. 18, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001169445
Document Type	8-K
Document Period End Date	Oct. 18, 2024
Entity Registrant Name	TRUBRIDGE, INC.
Entity Incorporation State Country Code	DE
Entity File Number	000-49796
Entity Tax Identification Number	74-3032373
Entity Address, Address Line One	54 St. Emanuel Street
Entity Address, City or Town	Mobile
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	36602
City Area Code	(251)
Local Phone Number	639-8100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock Par Value .001 Per Share 2 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $.001 per share
Trading Symbol	TBRG
Security Exchange Name	NASDAQ
Common Stock Purchase Rights 1 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock Purchase Rights
Security Exchange Name	NASDAQ

---