COMPUTER PROGRAMS & SYSTEMS INC false 0001169445 0001169445 2023-07-28 2023-07-28

 

 

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): July 28, 2023

 

 

COMPUTER PROGRAMS AND SYSTEMS, 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)

(251) 639-8100

(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   CPSI   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 July 28, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Computer Programs and Systems, Inc. (the “Company”), the Board increased the size of the Board from seven directors to eight directors and elected Mark V. Anquillare to fill the newly created directorship, effective July 28, 2023. Mr. Anquillare will serve as a Class I director, with a term expiring on the date of the Company’s annual meeting of stockholders in 2024, when he is expected to stand for re-election as a director. In connection with his election to the Board, Mr. Anquillare was appointed to the Audit Committee of the Board. The Board has determined that Mr. Anquillare qualifies as “independent” under Nasdaq listing standards.

There are no arrangements or understandings between Mr. Anquillare and any other person pursuant to which Mr. Anquillare 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 Mr. Anquillare and the Company. Mr. Anquillare will receive compensation for his 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 29, 2023, as adjusted by the Board from time to time.

On July 31, 2023, the Company issued a press release announcing the election of Mark V. Anquillare 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

   

Description

99.1    Press release dated July 31, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

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.

 

    COMPUTER PROGRAMS AND SYSTEMS, INC.
Date: July 31, 2023     By:  

/s/ Matt J. Chambless

      Matt J. Chambless
      Chief Financial Officer, Secretary and Treasurer

 

2

Exhibit 99.1

 

LOGO

CONTACT:

Tracey Schroeder

Chief Marketing Officer

tracey.schroeder@cpsi.com

(251) 639-8100

CPSI NAMES MARK V. ANQUILLARE TO BOARD OF DIRECTORS

MOBILE, Ala. (July 31, 2023) – CPSI (NASDAQ: CPSI), a healthcare solutions company, today announced that Mark V. Anquillare has joined the CPSI Board of Directors as an independent director. On July 28, 2023, upon the recommendation of the Nominating and Corporate Governance Committee, the Board voted to expand the size of the Board from seven to eight directorship positions, and elected Anquillare to fill the newly created directorship. Anquillare will serve as a Class I director, with a term expiring on the date of the Company’s annual meeting of stockholders in 2024, when he is expected to stand for re-election as a director. In connection with his election to the Board, Anquillare was appointed to the Audit Committee of the Board.

Anquillare brings over three decades of executive and corporate finance experience to CPSI, with a strong history as a visionary leader executing strategic and operational plans with favorable results. He recently retired after serving 31 years with Verisk Analytics (“Verisk”) (NASDAQ: VRSK), a leading strategic data analytics and technology partner to the global insurance industry, where he served as President and Chief Operating Officer. He was responsible for developing and implementing the company’s strategic plan and vision, using his analytical and data-focused perspective to drive growth and position Verisk at the forefront of changes shaping the insurance industry. Prior to this position, he served as Chief Financial Officer from 2007 to 2016, where he also led Verisk through its initial public offering in 2009. Earlier in his career, he held various financial positions with the company from 1992 to 2007 and worked at Prudential Financial before joining Verisk. Anquillare holds a bachelor’s degree in business administration from the University of Notre Dame and a master of business administration degree from Rutgers Business School, where he currently serves on the Advisory Board.

Commenting on the announcement, Glenn Tobin, chairperson of the CPSI Board of Directors, stated, “We are pleased to have Mark Anquillare join the Company’s Board of Directors. He has a passion for innovation and smart technology that aligns well with CPSI’s strategy and vision. We look forward to working together as we continue our evolution as a leading healthcare solutions company and create greater value for our shareholders.”

“I am honored to join CPSI and participate in the Company’s journey of transformation in shaping the future of community healthcare,” stated Anquillare. “I have spent most of my career utilizing advanced data analytics and software to drive greater enterprise value. I am excited about CPSI’s culture of innovation and collaboration and look forward to the opportunity to share my experience and vision with the other talented board members and senior leadership team at CPSI.”

 

-MORE-

CPSI Names Mark V. Anquillare to Board of Directors

Page 2

July 31, 2023

 

Chris Fowler, president and chief executive officer of CPSI, added, “Mark Anquillare is uniquely qualified to join the CPSI Board with his extensive background in data analytics and technology solutions, as well as his deep financial and public company M&A experience. He joins CPSI at a pivotal time as we pursue our strategic initiatives focused on growth acceleration, margin optimization and digital innovation to drive long-term sustainability. We look forward to his insight and contributions, and we are confident he will be a valued partner in shaping the future growth of CPSI.”

About CPSI

CPSI has over four decades of experience in connecting providers, patients and communities with innovative solutions that support both the clinical and financial side of healthcare delivery. We provide business, consulting, and managed information technology (IT) services, including our industry leading HFMA Peer Reviewed® suite of revenue cycle management (RCM) offerings, to help streamline day-to-day revenue functions, enhance productivity, and support the financial health of healthcare organizations. Our patient engagement solutions provide patients and providers with the critical information and tools they need to share existing clinical data and analytics that support value-based care, improve outcomes, and increase patient satisfaction. We support efficient patient care across an expansive base of community hospitals and post-acute care facilities with electronic health record (EHR) product offerings that successfully integrate data between care settings. We make healthcare accessible through data-driven insights that support informed decisions and deliver workflow efficiencies, while keeping patients at the center of care. We are a healthcare solutions company. We clear the way for care. For more information, please visit www.cpsi.com.

-END-