American Well Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 (§ 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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Inducement Plan
On October 25, 2024, American Well Corporation’s (“Company”) Board of Directors (the “Board”) approved and adopted the American Well Corporation 2024 Inducement Plan (the “Inducement Plan”), to be effective November 4, 2024. The Inducement Plan provides for the grant of equity or equity-based awards in the form of non-qualified stock options, restricted stock units (“RSUs”), and other stock-based awards. The Inducement Plan’s terms are substantially similar to the terms of the Company’s 2020 Equity Incentive Plan, with the addition of certain terms and conditions intended to comply with the New York Stock Exchange (“NYSE”) inducement award exemption from stockholder approval requirements for equity compensation plans. The Board has reserved 1,222,960 shares of the Company’s Class A common stock for issuance pursuant to awards granted under the Inducement Plan. In accordance with the NYSE Listed Company Manual Rule 303A.08, awards under the Inducement Plan may only be made to individuals not previously employed by the Company or individuals being rehired following a bona fide period of interruption of employment, as an inducement material to such individuals’ entering into employment with the Company. The foregoing description of the Inducement Plan is qualified in its entirety by reference to the full text of the Inducement Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Awards under Inducement Plan
Effective November 4, 2024, the Company will grant awards to its new Chief Financial Officer, Mark Hirschhorn, under the Inducement Plan. The awards will be made pursuant to the Company’s previously announced Employment Agreement with Mr. Hirschhorn, and as a material inducement to his joining the Company as its Chief Financial Officer. The material terms of the awards are as follows:
The foregoing description of the awards is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2024, and the award agreements governing the awards, copies of which will be filed with the Company’s Annual Report on Form 10-K filed for the fiscal year ending December 31, 2024, and each is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 American Well Corporation Inducement Plan
104 Cover Page Interactive Data 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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AMERICAN WELL CORPORATION |
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Date: |
October 31, 2024 |
By: |
/s/ Bradford Gay |
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Bradford Gay |