Item 2.02 Results of Operations and Financial Condition.
On October 20, 2021, Healthcare Services Group, Inc. (the "Company") issued a
press release (the "Press Release") announcing its earnings for the three months
ended September 30, 2021. A copy of the Press Release is being furnished hereto
as Exhibit 99.1 and is hereby incorporated by reference to this Current Report.
The information furnished herein, including Exhibit 99.1 shall not be deemed
"filed" for the 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 19, 2021, the Board of Directors (the "Board") of the Company
appointed Kurt Simmons, Jr. as a member of the Board, effective November 1,
2021. Mr. Simmons, 39, is an audit partner at WithumSmith+Brown, PC, a
registered public accounting firm. Mr. Simmons' experience includes audit and
consulting services regarding Sarbanes-Oxley 404 integrated audits, technical
accounting and due diligence for domestic and international clients. Mr. Simmons
is a past member of the National Association for Black Accountants and
previously served on the Board of the New Jersey Technology Advisory Council. He
is currently a member of the Association for Corporate Growth.
A copy of the press release announcing the appointment is attached as Exhibit
99.1 to this report. As of the time of this filing, the Board intends to appoint
Mr. Simmons to the Audit Committee effective November 1, 2021.
During the last two years, there have been no transactions or proposed
transactions by the Company in which Mr. Simmons has had or is to have a direct
or indirect material interest, and there are no family relationships between Mr.
Simmons and any of the Company's other executive officers or directors.
There is no arrangement or understanding with any person pursuant to which Mr.
Simmons was appointed as a member of the Board. Mr. Simmons' compensation was
approved and will commence upon the effective date of his appointment in
accordance with the Company's existing compensation policy with respect to
non-employee directors and non-chair members of the audit committee.
Item 8.01 Other Events.
The Press Release also announced the Company's third quarter 2021 quarterly cash
dividend of $0.21000 per common share, payable on December 23, 2021 to
shareholders of record at the close of business on November 19, 2021.
Item 9.01 Financial Statements and Exhibits.
( a ) Not applicable
( b ) Not applicable
( c ) Not applicable
( d ) Exhibits. The following exhibit is being furnished herewith:
99.1 Press Release and financial tables dated October 20, 2021, issued by
Healthcare Services Group, Inc.
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