8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 1, 2021

BioTelemetry, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-55039	46-2568498
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Cedar Hollow Road Malvern, Pennsylvania	19355
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 729-7000

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BEAT	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On February 1, 2021, BioTelemetry, Inc., a Delaware corporation (the “Company”), entered into amendments to the existing employment agreements with each of Heather Getz, Executive Vice President, Chief Financial and Administrative Officer, and Fred (Andy) Broadway III, President, BioTel Heart. As previously disclosed, these amendments were approved on January 28, 2021 by the compensation and talent development committee of the board of directors of the Company. The material terms of these amendments were described in the Company’s Current Report on Form 8-K filed on January 29, 2021, which description is incorporated herein by reference. Copies of these amendments are filed as Exhibits 10.14 and 10.15 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Title
10.14*	First Amendment to Employment Agreement, dated February 1, 2021, by and between BioTelemetry, Inc. and Heather Getz
10.15*	First Amendment to Employment Agreement, dated February 1, 2021, by and between BioTelemetry, Inc. and Fred A. Broadway III
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Indicates a management plan or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BioTelemetry, Inc.
By:	/s/ Heather C. Getz
Name:	Heather C. Getz
Title:	Executive Vice President, Chief Financial and Administrative Officer

Date: February 1, 2021

EX-10.14

Exhibit 10.14

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective as of February 1, 2021 (the “Effective Date”), by and between BioTelemetry, Inc., a Delaware corporation (formerly Cardionet, Inc.) (“Company”), and Heather Getz (“Executive”). Company and Executive are referred to herein collectively as the “Parties” and individually as a “Party”.

WITNESSETH:

WHEREAS, the Parties have entered into the Employment Agreement (the “Agreement”) effective the 15th day of January, 2010;

WHEREAS, Section 10 of the Agreement provides that the Agreement may be amended only by written agreement executed by both Parties; and

WHEREAS, the Parties desire to amend the Agreement in certain respects as hereinafter specified.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants made herein, the Parties agree as follows:

1. Section 4.5.3(i) of the Agreement shall be amended and restated to read as follows:

“(i) payment of (a) an amount equal to one and one-half times (1.5x) Executive’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive’s right to voluntarily resign for “Good Reason” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one and one-half times (1.5x) Executive’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive’s termination in accordance with the Company’s payroll practices commencing within sixty (60) days of the date of Executive’s termination;”

2. Section 4.5.3(iii) of the Agreement shall be amended and restated to read as follows:

“(iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive’s spouse and dependents) was enrolled as of the date of Executive’s termination until the earlier of: (a) the date that is eighteen (18) months after the date of Executive’s termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered

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or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.”

3. All other terms and obligations in the Agreement shall remain unchanged and in full force and effect.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as of the Effective Date.

COMPANY:		EXECUTIVE:
BioTelemetry, Inc.		Heather Getz
By:	/s/ Joseph H. Capper	/s/ Heather Getz
Name: Joseph H. Capper
Title: President and Chief Executive Officer
Date of Execution: February 1, 2021		Date of Execution: February 1, 2021
Address for Notices to Company:		Address for Notices to Executive:
BioTelemetry, Inc. 1000 Cedar Hollow Road Malvern, Pennsylvania 19355		Heather Getz c/o BioTelemetry, Inc. 1000 Cedar Hollow Road Malvern, Pennsylvania 19355

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EX-10.15

Exhibit 10.15

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective as of February 1, 2021 (the “Effective Date”), by and between BioTelemetry, Inc., a Delaware corporation (formerly Cardionet, Inc.) (“Company”), and Fred A. Broadway III (“Executive”). Company and Executive are referred to herein collectively as the “Parties” and individually as a “Party”.

WITNESSETH:

WHEREAS, the Parties have entered into the Employment Agreement (the “Agreement”) effective the 30th day of July, 2010;

WHEREAS, Section 10 of the Agreement provides that the Agreement may be amended only by written agreement executed by both Parties; and

WHEREAS, the Parties desire to amend the Agreement in certain respects as hereinafter specified.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants made herein, the Parties agree as follows:

1. Section 4.5.3(i) of the Agreement shall be amended and restated to read as follows:

“(i) payment of (a) an amount equal to one and one-half times (1.5x) Executive’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive’s right to voluntarily resign for “Good Reason” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one and one-half times (1.5x) Executive’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive’s termination in accordance with the Company’s payroll practices commencing within sixty (60) days of the date of Executive’s termination;”

2. Section 4.5.3(iii) of the Agreement shall be amended and restated to read as follows:

“(iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive’s spouse and dependents) was enrolled as of the date of Executive’s termination until the earlier of: (a) the date that is eighteen (18) months after the date of Executive’s termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered

Page 1 of 3

or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.”

3. All other terms and obligations in the Agreement shall remain unchanged and in full force and effect.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as of the Effective Date.

COMPANY:		EXECUTIVE:
BioTelemetry, Inc.		Fred A. Broadway III
By:	/s/ Joseph H. Capper	/s/ Fred A. Broadway III
Name: Joseph H. Capper
Title: President and Chief Executive Officer
Date of Execution: February 1, 2021 Address for Notices to Company:		Date of Execution: February 1, 2021
		Address for Notices to Executive:
BioTelemetry, Inc. 1000 Cedar Hollow Road Malvern, Pennsylvania 19355		Fred A. Broadway III c/o BioTelemetry, Inc. 1000 Cedar Hollow Road Malvern, Pennsylvania 19355

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XML

Document and Entity Information	Feb. 01, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001574774
Document Type	8-K
Document Period End Date	Feb. 01, 2021
Entity Registrant Name	BioTelemetry, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	000-55039
Entity Tax Identification Number	46-2568498
Entity Address, Address Line One	1000 Cedar Hollow Road
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	(610)
Local Phone Number	729-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	BEAT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false