Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 6, 2022, the Board of Directors (the "Board") of HealthStream, Inc.
(the "Company") appointed Terry Allison Rappuhn as a member of the Board. It is
contemplated that Ms. Rappuhn will commence service on the Board effective
January 10, 2022. Ms. Rappuhn will be a Class III Director, and as such her term
will expire at the 2024 annual meeting of the Company's shareholders. Moreover,
it is contemplated that Ms. Rappuhn will serve as a member of the Board's Audit
Committee.
Ms. Rappuhn will participate in the standard non-employee director compensation
arrangements described in the Company's 2021 proxy statement, filed with the
Securities and Exchange Commission on April 6, 2021. There are no arrangements
or understandings between Ms. Rappuhn and any other person pursuant to which she
was selected to serve on the Board. There are no transactions and no proposed
transactions between Ms. Rappuhn and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
The Company's press release announcing the appointment is attached as Exhibit
99.1 to this Current Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
Press release
dated January
99.1* 11, 2022
Cover Page
Interactive
Data File
(embedded
within the
Inline XBRL
104 document).
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* Furnished herewith.
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