Item 2.02. Results of Operations and Financial Condition
On February 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 the Securities 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) On December 26, 2019, we filed a Form 8-K announcing Ashley Dreier's
voluntarily resignation as the Executive Vice President, Chief Technology
Officer and Chief Information Officer of the Company, effective as of June 1,
2020. On February 13, 2020, the Company and Ms. 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 by Ms. Dreier to the Company
following her separation of employment.
The Transition Agreement provides that Ms. Dreier will continue to serve as our
Chief Technology Officer and Chief Information Officer through on or about June
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 through January 31, 2021, Ms.
Dreier has agreed to provide consulting and advisory services to the Company
(the "Consulting Period"). The Company will provide Ms. 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 to Ms. 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 preceding Ms. 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 than April 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 compensate Ms. 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 in Ms. Dreier's restrictive covenant agreements with
the Company, provided that Ms. Dreier's post-termination non-competition and
non-solicitation obligations therein have been extended to May 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 ending April 30, 2020, and is incorporated herein in its entirety by
Item 8.01. Other Events.
The Company intends to appoint Rebecca Whitehead, currently Senior Vice
President of Technology Development, as the Company's Chief Technology Officer
following Ms. 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
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
99.1 Press release issued by HealthEquity, Inc. dated February 18, 2020
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