Item 2.02. Results of Operations and Financial Condition OnFebruary 18, 2020 ,HealthEquity, Inc. (the "Company") issued the press release attached as Exhibit 99.1 to this current report on Form 8-K. The information in Exhibit 99.1 is being furnished to theSecurities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) OnDecember 26, 2019 , we filed a Form 8-K announcingAshley Dreier's voluntarily resignation as the Executive Vice President, Chief Technology Officer and Chief Information Officer of the Company, effective as ofJune 1, 2020 . OnFebruary 13, 2020 , the Company andMs. Dreier entered into a Transition, Separation and Release Agreement (the "Transition Agreement") memorializing the terms of her transition, eventual separation of employment and certain consulting services to be provided byMs. Dreier to the Company following her separation of employment. The Transition Agreement provides thatMs. Dreier will continue to serve as our Chief Technology Officer and Chief Information Officer through on or aboutJune 1, 2020 (the "Transition Date"), and will continue to receive her base salary and benefits through the Transition Date. In addition, in order to further ease the transition, following the Transition Date and throughJanuary 31, 2021 ,Ms. Dreier has agreed to provide consulting and advisory services to the Company (the "Consulting Period"). The Company will provideMs. Dreier , as severance and as compensation for the consulting services to be provided during the Consulting Period (i) the right to retain and continue to vest in each of the restricted stock unit and restricted stock awards granted toMs. Dreier pursuant to the Company's 2014 Equity Incentive Plan that are subject to solely service based vesting conditions, the vesting of each such award to fully accelerate upon the expiration of the Consulting Period, and (ii) subject to the achievement of applicable performance conditions, a pro-rata bonus for fiscal year 2021, pro-rated based on the number of days in such fiscal year precedingMs. Dreier's last date of employment with the Company, and payable at the same time the annual bonus would have been paid had no termination occurred, but in no event later thanApril 15, 2021 . If during the Consulting Period,Ms. Dreier is asked to provide more than five (5) hours of consulting services in any one (1) week, the Company will compensateMs. Dreier for such additional time at a rate of$300 per hour. The Transition Agreement also includes a release, as well as a non-disparagement provision, and ratifies the confidentiality, non-competition, and non-solicitation covenants inMs. Dreier's restrictive covenant agreements with the Company, provided thatMs. Dreier's post-termination non-competition and non-solicitation obligations therein have been extended toMay 26, 2023 . The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Transition Agreement, and is subject to and qualified in its entirety by reference to the complete text of the Transition Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter endingApril 30, 2020 , and is incorporated herein in its entirety by reference. Item 8.01. Other Events. The Company intends to appointRebecca Whitehead , currently Senior Vice President ofTechnology Development , as the Company's Chief Technology Officer followingMs. Dreier's departure in June.Ms. Whitehead currently leads all customer-facing platform development, delivery, and support for the organization, including our full organization agile transformation and platform modernization projects. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press release issued byHealthEquity, Inc. datedFebruary 18, 2020
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