Form 8-K - Current report

0001393584false00013935842024-08-162024-08-16

 

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): August 16, 2024

 

 

American Well Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39515	20-5009396
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
75 State Street 26th Floor
Boston, Massachusetts				02109
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617 204-3500

 

(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:

☐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		AMWL		New York Stock Exchange

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 Arrangements of Certain Officers.

Amendment to Employment Agreement for Kathy Weiler

 

On August 16, 2024, American Well Corporation (the “Company”) entered into an amendment (the “Weiler Amendment”) to the existing Employment Agreement, dated as of April 17, 2023, with Kathy Weiler (Chief Commercial & Growth Officer) (the “Weiler Employment Agreement”). The Weiler Amendment provides that, as long as Ms. Weiler does not accept a new position with the Company at any time prior to her termination date, if Ms. Weiler’s employment is terminated by Ms. Weiler without Good Reason (as defined in the Weiler Employment Agreement)) on or any time after June 1, 2025, Ms. Weiler will be entitled to receive the following: Accrued Compensation (as defined in the Employment Agreement) through the date of termination of her employment; any earned but unpaid annual bonus amounts; a pro rata annual bonus for the year in which Ms. Weiler’s employment terminates (based on actual performance); one year of her base salary, to be paid in equal installments over a one-year period; each unvested equity award held by Ms. Weiler at the time of termination will vest as to the portion that would have vested had Ms. Weiler remained employed by the Company through the first anniversary of her termination date (and will otherwise be governed by the terms of the applicable plan and/or award agreement); and COBRA benefits for a one-year period following the date of termination. To the extent applicable, such payments are subject to reduction so that they will not be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code. The Company agreed to reimburse Ms. Weiler for her legal fees up to $15,000 in the aggregate in connection with the preparation of the Weiler Amendment.

 

The foregoing summary description of the Weiler Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Weiler Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith:

10.1		Amendment to Employment Agreement between American Well Corporation and Kathy Weiler, dated August 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

			AMERICAN WELL CORPORATION
Date:	August 22, 2024	By:	/s/ Bradford Gay
			Bradford Gay Senior Vice President, General Counsel

 

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Exhibit 10.1

AMERICAN WELL CORPORATION

AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), effective as of August 16, 2024 (the “Effective Date”), is made to that certain Employment Agreement (“Agreement”), dated April 17, 2023, by and between American Well Corporation, a Delaware corporation (the “Company”), and Kathy Weiler, an individual (the “Executive”) (hereinafter collectively referred to as “the parties”), as amended. Where the context requires, references to the Company shall include the Company’s subsidiaries and affiliates.

RECITALS

WHEREAS, Company and Executive desire to revise the commercial terms of the Agreement.

 

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

 

1.

Amendments.

A new Section 8(h) is hereby added to the Agreement immediately following the existing Section 8(g) as follows:

“h. Termination by Executive without Good Reason after June 1, 2025. Provided that Executive does not accept a new position with the Company at any time prior to her termination date, Executive shall be entitled to terminate Executive’s employment by the Company without Good Reason on or at any time after June 1, 2025, and upon such termination Executive shall be entitled to the benefits provided in this Section 8(h):

(1)

The Company shall pay to Executive any Accrued Compensation;

(2)

The Company shall pay to Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date and such bonus will be paid as and when such bonuses are paid to the other senior executives;

(3)

The Company shall pay to Executive in a lump sum within the time period set forth in Section 3(b), a pro rata bonus for the year in which Executive’s employment terminates based on actual performance through the termination date and the number of days Executive was employed during such year;

(4)

The Company shall pay Executive as severance pay, in lieu of any further compensation (except as provided in this Section 8(h)) for the periods subsequent to the termination date, an amount in cash, equal to one (1) times Executive’s then-current Base Salary, paid in equal installments on the Company’s regular payroll dates during the Severance Period;

 

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(5)

Each unvested equity award held by Executive at the time of termination shall (i) vest as to the portion that would have vested had Executive remained employed by the Company through the first anniversary of the termination date and (ii) otherwise be governed by the terms of the applicable plan and/or award agreement; and

(6)

If Executive is participating in the Company’s group health insurance plans on the effective date of termination, and Executive timely elects and remains eligible for COBRA, or, if applicable, state or local insurance laws, the Company shall pay that portion of Executive’s premiums that the Company was paying prior to the effective date of termination for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter.

For clarity and notwithstanding anything else set forth herein, the Executive’s refusal or failure to accept a new position within the Company at any time prior to terminating her employment without Good Reason shall not constitute a termination by the Executive Without Good Reason.”

Section 9 is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding anything in this Agreement or any other otherwise applicable plan or agreement to the contrary (but subject to Section 16(d) and the otherwise applicable provisions of this Section 9, including the six-month delay rule described above): (i) all Accrued Compensation, to the extent it qualifies as deferred compensation subject to Section 409A, shall be paid by the Company to Executive not later than sixty (60) days after Executive’s termination date; (ii) any bonus that is earned but unpaid in respect of any fiscal year preceding the termination date and that is payable by the Company to Executive in accordance with Section 8(b)(2), Section 8(c)(2), Section 8(e), Section 8(f)(2) or Section 8(h)(2) shall be payable within the same taxable year of Executive as the taxable year of Executive in which the termination occurs, (iii) any pro rata bonus that is payable by the Company to Executive in accordance with Section 8(c)(3), Section 8(e) or Section 8(h)(3) shall be payable within the period between January 1 and March 15 of the taxable year of Executive that follows the taxable year of Executive in which the termination date occurs, (iv) if (and only if) an amount is payable under Section 8(f)(3) due to a qualifying termination of Executive’s employment within the one-month period prior to a Change in Control (or because the exception under Treas. Reg. § 1.409A-3(c)(1) to the so-called “anti-toggling” rule otherwise does not apply) then, to the extent the amount payable under Section 8(f)(3) is equal to or less than the amount that would be payable under Section 8(c)(3) (such portion of the amount payable under Section 8(f)(3), the “Pro Rata Bonus Equivalent”), the Pro Rata Bonus Equivalent shall be payable within the period between January 1 and March 15 of the taxable year of Executive that follows the taxable year of Executive in which the termination date occurs and, to the extent the amount payable under Section 8(f)(3) exceeds the Pro Rata Bonus Equivalent, such excess amount shall be payable by the Company to Executive within thirty (30) days following the termination date; (v) any unvested equity awards that become vested in accordance with Section 8(c)(5), Section 8(e), Section 8(f)(5) or Section 8(h)(5) that constitute deferred compensation for purposes of Section 409A shall be settled not later than sixty (60) days following Executive’s termination date; and (vi) in no event shall the timing of Executive’s election of COBRA, directly or indirectly, result in Executive designating the taxable year

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of payment of any amount otherwise paid or provided under Section 8(c)(6), Section 8(e), Section 8(f)(6) or Section 8(h)(6), and, to the extent required by Section 409A, if a payment that is otherwise payable under Section 8(c)(6), Section 8(e), Section 8(f)(6) or Section 8(h)(6) could be made in more than one taxable year of Executive, payment shall be made in the later taxable year.”

2.

No Other Modification. Except as modified and amended herein, all other terms and provisions of the Agreement will remain in full force and effect.

3.

Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. Signatures transmitted via facsimile or PDF will be deemed the equivalent of originals.

4.

Reimbursement of Attorneys' fees. The Company shall reimburse Executive, up to $15,000 in the aggregate, for the attorneys’ fees and costs actually incurred by Executive in connection with the review, negotiation, preparation, documentation and execution of the amendments to the Employment Agreement in August 2024. Such reimbursement will be paid within fifteen (15) days of the Company’s receipt of an invoice from Davis Malm & D’Agostine, P.C. to the Company reflecting the total amount of such attorneys’ fees and costs.

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written, to be effective as of the Effective Date.

AMERICAN WELL CORPORATION
By:	/s/ Bradford Gay
	Name: Bradford Gay
	Title: General Counsel

 

EXECUTIVE
By:	/s/ Kathy Weiler
	Name: Kathy Weiler

 

 

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Document And Entity Information	Aug. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 16, 2024
Entity Registrant Name	American Well Corporation
Entity Central Index Key	0001393584
Entity Emerging Growth Company	false
Entity File Number	001-39515
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-5009396
Entity Address, Address Line One	75 State Street
Entity Address, Address Line Two	26th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	617
Local Phone Number	204-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 Par Value
Trading Symbol	AMWL
Security Exchange Name	NYSE

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