UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 1, 2020 (
(Exact name of registrant as specified in its charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 1, 2020, Daniel Tully, a member of the Board of Directors (the “Board”) of Tivity Health, Inc. (the “Company”), resigned from his position as a member of the Board, as well as his position as a member of the Board committees on which he previously served, in each case, effective September 1, 2020. Mr. Tully’s resignation was not due to any disagreement with the Company, the Board or management of the Company regarding any matter related to the Company’s operations, policies, practices or otherwise.
Item 7.01. Regulation FD Disclosure.
On September 1, 2020, the Company issued a press release announcing Mr. Tully’s resignation from the Board. The text of the press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. |
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Exhibit 99.1 |
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Press Release issued by the Company, dated September 1, 2020 |
Exhibit 104 |
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Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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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TIVITY HEALTH, INC. |
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By: |
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/s/ Adam Holland |
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Name: Adam Holland |
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Title: Chief Financial Officer |
Date: September 1, 2020
Tivity Health Announces Resignation of Board Director Daniel G. Tully
NASHVILLE, Tenn. (September 1, 2020) – Tivity Health (Nasdaq: TVTY) today announced the resignation of Daniel G. Tully from its Board of Directors. Tully is a co-founder and managing director at Altaris Capital Partners, an investment firm focused exclusively on the healthcare industry, and has served on the Tivity Health Board of Directors since August 2019.
“We appreciate and thank Dan for his level of engagement, thoughtful input and many contributions as a Director of our Board,” said Anthony Sanfilippo, Chairman, Tivity Health Board of Directors.
“During my time as a Director of Tivity Health the Company has made significant changes, including new leadership of the Company and the Board,” said Tully. “I have confidence that the direction the Company is taking will provide value to all Tivity Health stakeholders.”
Altaris, together with its affiliates, beneficially own approximately 9.4 percent of the Company’s outstanding common stock.
About Tivity Health
Tivity Health® (Nasdaq: TVTY) is a leading provider of healthy life-changing solutions, including SilverSneakers®, Nutrisystem®, Prime® Fitness, Wisely Well™, South Beach Diet® and WholeHealth Living®. We are actively addressing the social determinants of health, defined as the conditions in which we work, live and play. From improving health outcomes to reversing the
narrative on inactivity, food insecurity, social isolation and loneliness, we are making a difference and are transforming the way we do health. Learn more at TivityHealth.com.
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Document and Entity Information |
Sep. 01, 2020 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 01, 2020 |
Entity Registrant Name | TIVITY HEALTH, INC. |
Entity Central Index Key | 0000704415 |
Entity Emerging Growth Company | false |
Entity File Number | 000-19364 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 62-1117144 |
Entity Address, Address Line One | 701 Cool Springs Boulevard |
Entity Address, City or Town | Franklin |
Entity Address, State or Province | TN |
Entity Address, Postal Zip Code | 37067 |
City Area Code | 800 |
Local Phone Number | 869-5311 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of each class | Common Stock - $.001 par value |
Trading Symbol | TVTY |
Name of each exchange on which registered | NASDAQ |
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