Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On January 19, 2021, R1 RCM Inc. (the "Company") filed a Certificate of
Elimination of 8.00% Series A Convertible Preferred Stock ("Certificate of
Elimination") with the Secretary of State of the State of Delaware to eliminate
the Certificate of Designations of the 8.00% Series A Convertible Preferred
Stock. All outstanding shares of the Company's 8.00% Series A Convertible
Preferred Stock ("Series A Preferred Stock") have been converted into shares of
common stock of the Company, and no shares of the Series A Preferred Stock are
issued or outstanding. A copy of the Certificate of Elimination is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On January 15, 2021, John Sparby was appointed to serve as Executive Vice President, Operations & Delivery and Chief Operating Officer of the Company.

Mr. Sparby, age 45, had been serving as Executive Vice President, Customer
Operations of the Company since January 2017. Mr. Sparby joined the Company in
January 2004 as Customer Executive and has since served the Company as Shared
Services Operating Executive from January 2008 to December 2010, General
Manager, East Region from January 2011 to December 2013, Senior Vice President,
Customer Operations from January 2014 to December 2016, and Executive Vice
President, Customer Operations from January 2017 to December 2020. Prior to
joining the Company, Mr. Sparby spent six years at Stockamp & Associates leading
large-scale, end to end revenue cycle re-engineering projects for primarily
academic health systems achieving significant income statement and balance sheet
improvements.

In connection with Mr. Sparby's appointment as Executive Vice President,
Operations & Delivery and Chief Operating Officer, the Human Capital Committee
(the "Committee") of the Board of Directors of the Company approved the
following compensation for Mr. Sparby: Mr. Sparby's base salary will be $500,000
per annum, Mr. Sparby's annual target bonus opportunity under the annual cash
incentive program will be 100% of base salary, and the target amount of his
annual equity grants for 2021 will be 200% of base salary. Mr. Sparby is also
eligible to participate in the employee benefit programs of the Company
generally available to senior executives of the Company.

Mr. Sparby is a party to the Company's Letter Agreement for Executive Vice
Presidents setting forth employment terms (the "Letter Agreement"), the form of
which is filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2019. Pursuant to the Letter Agreement, in
the event that Mr. Sparby's employment with the Company is terminated by the
Company without Cause (as defined in the Letter Agreement), in addition to any
earned but unpaid salary and his accrued and vested benefits under the employee
benefit programs of the Company, which are payable upon any termination of
employment, Mr. Sparby also will be entitled to receive continued salary and
health benefits for a period of 12 months following the date of such
termination, subject to Mr. Sparby's compliance with the release requirements,
all post-termination obligations to the Company, and the mitigation provisions
of the Letter Agreement.

The Letter Agreement provides for non-competition and non-solicitation covenants
that prohibit Mr. Sparby from engaging in certain restricted activities
(including competition and solicitation of employees and customers of the
Company) for 12 months (in the case of the non-competition covenant) or 18
months (in the case of the non-solicitation covenant) following his termination
of service with the Company. Mr. Sparby will also be subject to confidentiality
restrictions and inventions assignment obligations applicable during and after
the period of his service with the Company that protect the Company's
proprietary information.


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In addition, the Company has an indemnification agreement with Mr. Sparby in the
form that the Company has entered into with its directors and other executive
officers. Such agreement provides that the Company will indemnify Mr. Sparby to
the fullest extent permitted by law for claims arising in his capacity as an
executive officer of the Company, provided that he acted in good faith and in a
manner that he reasonably believed to be in, or not opposed to, the Company's
best interests and, with respect to any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful. In the event that the Company
does not assume the defense of a claim against Mr. Sparby, the Company will be
required to advance his expenses in connection with his defense, provided that
he undertakes to repay all amounts advanced if it is ultimately determined that
he is not entitled to be indemnified by the Company.

There are no arrangements or understandings between Mr. Sparby and any other
persons, pursuant to which he was appointed to the offices described above and
no family relationships among any of the Company's directors or executive
officers and Mr. Sparby. Additionally, Mr. Sparby does not have any direct or
indirect interest in any transaction that would require disclosure pursuant to
Item 404(a) of Regulation S-K.

(e) On January 16, 2021, the Committee approved an increase in the compensation
of Gary Long, the Company's Executive Vice President, Chief Commercial Officer.
Mr. Long's base salary will be increased from $460,000 to $500,000 per annum.
The target amount of Mr. Long's annual equity grants for 2021 will be increased
from 100% to 200% of base salary.


Item 9.01 Financial Statements and Exhibits.
(d)      Exhibit Number          Description
                   3.1             Certificate of Elimination of 8.00%

Series A Convertible Preferred


                                 Stock, dated January 19, 2021
                   104           Cover Page Interactive Data File - the cover page iXBRL tags are
                                 embedded within the Inline XBRL document.

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