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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 11, 2021
Inovalon Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-36841 | | 47-1830316 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | |
| 4321 Collington Road | | |
| Bowie, | Maryland | | 20716 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (301) 809-4000
Not Applicable
(Former name or former address, if changed since last report)
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:
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| Title of Each Class | | Trading Symbol | | Name Of Each Exchange On Which Registered |
| Class A Common Stock, $0.000005 par value per share | | INOV | | 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 11, 2021, the Board of Directors (the “Board”) of Inovalon Holdings, Inc. (the “Company”) established the position of lead independent director (the “Lead Independent Director”). The Lead Independent Director’s authority, responsibilities, and duties are detailed in the Lead Independent Director Guidelines (the “Guidelines”), which are posted on the Company’s investor relations website at http://investors.inovalon.com.
On February 11, 2021, the independent directors of the Board appointed William J. Teuber, Jr. as the Lead Independent Director, effective immediately. Mr. Teuber will serve as the Lead Independent Director until his successor is duly appointed and qualified, or until his earlier removal or resignation or such time as he is no longer considered an independent director under the NASDAQ listing rules. In accordance with the Guidelines, the Lead Independent Director will receive $40,000 in additional annual compensation for service as the Lead Independent Director, with such compensation comprised of $20,000 in restricted stock units and $20,000 in cash.
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.
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| | INOVALON HOLDINGS, INC. |
| | | |
| Dated: February 16, 2021 | By: | /s/ KEITH R. DUNLEAVY, M.D. |
| | | Keith R. Dunleavy, M.D. |
| | | Chief Executive Officer and Chairman |