Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 23, 2021, the Board of Directors of Alignment Healthcare, Inc. (the
"Company") elected Jody Bilney and Yon Yoon Jorden as directors, effective as of
January 1, 2022. The election of Ms. Bilney and Ms. Jorden will fill vacancies
that were created as a result of an increase in the size of the Board of
Directors from nine to eleven directors. Ms. Bilney was elected as a Class II
director for a term expiring at the annual meeting of stockholders in 2023, or
until her earlier resignation or removal. Ms. Jorden was elected as a Class III
director for a term expiring at the annual meeting of stockholders in 2024, or
until her earlier resignation or removal.
The Board of Directors has determined that Ms. Bilney and Ms. Jorden are each
independent and meet the applicable independence requirements under the Nasdaq
Stock Market. At this time, the Board has not made any determinations with
respect to committee assignments for Ms. Bilney or Ms. Jorden.
There have been no transactions since the beginning of the Company's last fiscal
year, and there are no currently proposed transactions, in which the Company was
or is to be a participant and in which Ms. Bilney or Ms. Jorden, or any member
of their respective immediate families, had or will have any interest, that are
required to be reported under Item 404(a) of Regulation S-K. Neither the
selection of Ms. Bilney nor the selection of Ms. Jorden was made pursuant to any
arrangement or understanding between such individual and any other person.
Ms. Bilney and Ms. Jorden will each be compensated in accordance with the
Company's compensation program for non-employee directors, the terms of which
include: (i) a one-time commencement award of restricted stock units equal to
$400,000 with vesting annually over three years; (ii) an annual equity grant of
restricted stock units equal to $200,000 with vesting on the first anniversary
of the grant date; and (iii) an annual cash retainer of $50,000. Additionally,
they will each enter into the Company's standard indemnification agreement for
directors and officers, the form of which was filed as Exhibit 10.6 to the
Company's Registration Statement on Form S-1 (File No. 333-253824) and the terms
of which are incorporated herein by reference. Ms. Bilney and Ms. Jorden will
also be covered by the Company's directors' and officers' insurance policy.
Item 7.01. Regulation FD Disclosure.
On December 27, 2021, the Company issued a press release announcing Ms. Bilney's
and Ms. Jorden's elections to the Board of Directors. A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
The information included in this Item 7.01 (including Exhibit 99.1) of this
Current Report on Form 8-K shall not be deemed to be "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 to be incorporated by reference in any of the Company's filings 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 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release dated December 27, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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