Form 8-K - Current report

0001793229FALSE00017932292024-12-312024-12-31

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):

December 31, 2024

MultiPlan Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39228

84-3536151

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

115 Fifth Avenue

New York, New York 10003

[phone]

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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 (see General Instruction A.2. below):

☐    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

Shares of Class A Common Stock, $0.0001 par value per share

MPLN

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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Unless the context otherwise requires, “we,” “us,” “our,” “MultiPlan” and the “Company” refer to MultiPlan Corporation, a Delaware corporation, and its consolidated subsidiaries.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2024, Dale White, the Executive Chair of the Board of Directors (the “Board”) of MultiPlan Corporation (the “Company”), stepped down from such role and his employment with the Company, effective as of December 31, 2024 (the “Transition Date”). The Company has engaged Mr. White as a consultant to serve as a Strategic Advisor to the Company, effective as of the Transition Date. Mr. White will continue to serve on the Board as a director following the Transition Date. The Board has appointed Travis Dalton, the Company’s President and Chief Executive Officer, to succeed Mr. White as Chair of the Board, effective as of the Transition Date.

In connection with Mr. White’s transition, Mr. White and the Company entered into a letter agreement, dated December 31, 2024 (the “Retirement Transition Letter”), which provides that:

•Mr. White shall be entitled to receive separation compensation and benefits substantially as set forth in that certain letter agreement, dated as of December 28, 2023, between Mr. White and the Company as previously disclosed in the Company’s Current Report on Form 8-K filed on January 4, 2024;

•Mr. White will continue to serve on the Board as a director following the Transition Date, and for so long as Mr. White continues to serve on the Board, Mr. White shall be entitled to receive a $150,000 cash annual retainer, payable quarterly in arrears, pro-rated for any partial year of services on the Board;

•Immediately following the Transition Date, the Company will engage Mr. White as a consultant to serve as a Strategic Advisor to the Company, which, subject to termination of the engagement by either Mr. White or the Company, will continue through the first anniversary of the Transition Date and auto-renew for additional one-year periods on each subsequent anniversary of the Transition Date. As a Strategic Advisor, Mr. White will have such duties as may be agreed upon between Mr. White and the Chief Executive Officer of the Company from time to time (the “Consulting Services”); and

•Mr. White’s sole compensation for the Consulting Services shall be $50,000 annually, payable monthly in arrears, and pro-rated for any partial month of service as a Strategic Advisor.

The description in this Current Report on Form 8-K (this “Report”) of the Retirement Transition Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Retirement Transition Letter, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

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Item 9.01    Financial Statements and Exhibits.

 (d) Exhibits

The following exhibits are included in this Form 8-K:

10.1						Retirement Transition Letter, dated December 31, 2024, between Multiplan Corporation and Dale White.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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 statements contained in this Report are based on current expectations and beliefs concerning future developments and there can be no assurance 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, 2023 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, 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 obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

EXHIBIT INDEX

Exhibit
Number						Description
10.1						Retirement Transition Letter, dated December 31, 2024, between Multiplan Corporation and Dale White.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.

Dated:    December 31, 2024

                                MultiPlan Corporation

                                By:    /s/ Douglas Garis         

                                Name:    Douglas Garis

                                Title:    Executive Vice President and Chief Financial Officer

EXHIBIT 10.1

December 31, 2024

By Email

Mr. Dale White

Dale:

The purpose of this letter is to further formalize our agreement with respect to your termination of employment with MultiPlan Corporation (“MultiPlan”), and your transition to the role of Senior Advisor. Reference is made to your Employment Agreement with MultiPlan, effective as of January 31, 2022 (the “Employment Agreement”) and that certain side letter with MultiPlan dated as of December 28, 2023 (the “Side Letter”), and any capitalized terms not otherwise defined herein will have the same meaning as set forth in the Side Letter. Specifically:

•For purposes of the Side Letter, your initial term will end on December 31, 2024 (the “Employment Termination Date”). As provided in the Side Letter or as otherwise set forth below, upon such date:

◦Your employment with MultiPlan will terminate, and other than with respect to your continued service on the Board and your position as Strategic Advisor, you will resign from any and all roles and positions you hold with MultiPlan and its subsidiaries. During your continued employment through December 31, 2024, you will continue to receive your Executive Chairman Base Salary;

◦You will be paid for any accrued and unused paid time off as part of your final Executive Chairman paycheck;

◦It is hereby agreed that the cash bonus amount payable to you for 2024 is $93,797, payable no later than January 15, 2025;

◦Subject to your execution and delivery of a customary release of claims (without revocation of such release) and continued compliance with the Restrictive Covenants, you will receive the severance benefits in the form and subject to the conditions and limitations set forth in the Side Letter, including, without limitation, (i) a lump sum payment equal to $1,500,000, payable within sixty (60) days following the termination of employment (or such later date as necessary to comply with Section 409A of the Internal Revenue Code; provided that the terms and conditions of Section 21 of the Employment Agreement, which are hereby incorporated by reference, shall continue to apply) and (ii) subject to your timely election of, continued eligibility for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), MultiPlan shall pay directly, or reimburse you for, the premium costs under COBRA for yours and, where applicable, your eligible spouse and dependents, for a period of eighteen (18) months following end of your termination of employment under one of MultiPlan’s group medical plans (with any direct payment by MultiPlan or reimbursement to you treated as income to you)(provided that in the event that you obtain other employment that offers group health benefits, such continuation of coverage by MultiPlan shall immediately cease). Notwithstanding the foregoing, if MultiPlan’s obligations contemplated hereunder would result in the imposition of excise taxes on MultiPlan for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), MultiPlan shall discontinue the COBRA-related payments provided for herein.

◦You will continue to serve on the Board as a director following the Employment Termination Date, and for so long as you continue to provide services on the Board, you shall be entitled to receive a $150,000 cash annual retainer, payable quarterly in arrears, pro-rated for any partial year of services on the Board; and

◦You will continue to vest in your equity-based compensation for so long as you serve on the Board, as set forth in the Side Letter.

◦As set forth in the Side Letter, either you or MultiPlan may terminate your services on the Board for any reason and all payments shall immediately cease, provided that a termination of your services as a director on the Board, other than for Cause, will constitute a Qualifying Retirement (as defined in the Employment Agreement) and any portion of the Annual Grants, including the 2024 Equity Grant, that would have vested on or prior to the first anniversary of the date of termination, but for such Qualifying Retirement, shall immediately vest upon such Qualifying Retirement.

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•Immediately following the Employment Termination Date, MultiPlan will engage you as a consultant to serve as Strategic Advisor to MultiPlan. The term of such engagement as Strategic Advisor will continue through the first anniversary of the Employment Termination Date and auto-renew for additional one-year periods on each subsequent anniversary of the Employment Termination Date; provided that either MultiPlan or you can terminate the engagement for any or no reason by providing not less than 30-days’ written notice to the other party. As Strategic Advisor, you will have such duties as may be agreed upon between you and the Chief Executive Officer from time to time (the “Consulting Services”). The time commitment associated with the provision of the Consulting Services are expect to be not more than 20% of the average level of services provided by you under the Employment Agreement and Side Letter during the preceding 36-month period.

•Your sole compensation for services rendered as a Strategic Advisor shall be $50,000 annually (the “Advisor Fee”), payable quarterly in arrears, and pro-rated for any partial quarter of service as a Strategic Advisor. MultiPlan will also reimburse you for reasonable out-of-pocket expenses incurred by you in performing the consulting services contemplated hereunder in accordance with the applicable expense reimbursement policies of MultiPlan as in effect from time to time.

•Following the Employment Termination Date, you shall not be entitled to participate in any employee benefit plans or other benefits or conditions of employment available to the employees of the Company, other than as set forth in the Side Letter. With respect to the Advisor Fee, and consistent with your status as an independent contractor, you shall be solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of your services as a Strategic Advisor and for all obligations, reports, and timely notifications relating to such taxes. No amount will be withheld from any Advisor Fee made to you hereunder.

•Except as set forth herein, the terms of the Side Letter shall remain in full force and effect, including with respect to the treatment of your outstanding equity-based compensation and eligibility to receive the severance compensation and benefits set forth in the Side Letter; provided the payment of such payments may be delayed in compliance with Section 409A of the Internal Revenue Code.

•This letter shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of New York.

[Signature Page to Follow]

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To confirm your agreement with the above terms, please sign where indicated below and return the executed copy to MultiPlan.

Sincerely,

MultiPlan Corporation (or any successor thereto)

/s/ Travis Dalton         

By: Travis Dalton

Title: Chief Executive Officer

Agreed and Accepted:

/s/ Dale White         

Dale White

Date: December 31, 2024

Cover	Dec. 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 31, 2024
Entity Registrant Name	MultiPlan Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39228
Entity Tax Identification Number	84-3536151
Entity Address, Address Line One	115 Fifth Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	212
Local Phone Number	780-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Shares of Class A Common Stock, $0.0001 par value per share
Trading Symbol	MPLN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001793229
Amendment Flag	false

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