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    HealthStream Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    3/11/25 9:29:20 AM ET
    $HSTM
    Computer Software: Programming Data Processing
    Technology
    Get the next $HSTM alert in real time by email
    hstm20250310_8k.htm
    false 0001095565 0001095565 2025-03-07 2025-03-07
     


     
    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): March 11, 2025 (March 7, 2025)
     

     
    HealthStream, Inc.
    (Exact name of Registrant as Specified in Its Charter)
     

     
    Tennessee
    000-27701
    62-1443555
    (State or Other Jurisdiction
    of Incorporation)
    (Commission File Number)
    (IRS Employer
    Identification No.)
         
    500 11th Avenue North, Suite 1000,
    Nashville, Tennessee
     
    37203
    (Address of Principal Executive Offices)
     
    (Zip Code)
     
    Registrant’s Telephone Number, Including Area Code: 615-301-3100
     
    Not Applicable
    (Former Name or Former Address, if Changed Since Last Report)
     
     

     
    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 $0.00)
     
    HSTM
     
    Nasdaq Global Select Market
     
    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 (see General Instructions A.2. below):
     
    ☐
    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))
     
    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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     
    On March 7, 2025, the Board of Directors (the “Board”) of HealthStream, Inc. (the “Company”) appointed Charles E. Beard, Jr. as a member of the Board. It is contemplated that Mr. Beard will commence service on the Board effective March 7, 2025. Mr. Beard will be a Class I Director, and as such his term will expire at the 2028 annual meeting of the Company’s shareholders. Moreover, it is contemplated that Mr. Beard will serve as a member of the Board’s Audit Committee.
     
    Mr. Beard will participate in the standard non-employee director compensation arrangements described in the Company’s 2024 proxy statement, filed with the Securities and Exchange Commission on April 11, 2024. There are no arrangements or understandings between Mr. Beard and any other person pursuant to which he was selected to serve on the Board. There are no transactions and no proposed transactions between Mr. Beard and the Company that would require disclosure under Item 404(a) of Regulation S-K.
     
    The Company’s press release announcing the appointment is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
     
    Item 9.01 Financial Statements and Exhibits
     
    (d) Exhibits.
     
    Exhibit
    Number
     
    Description
    99.1*
      Press Release Dated March 11, 2025
         
    104
     
    Cover Page Interactive Data File (embedded within the Inline XBRL document).
     

    *
    Furnished herewith.
     
     

     
     
    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 thereunto duly authorized.
     
     
     
    HealthStream, Inc.
         
    Date: March 11, 2025
    By:
    /s/ Scott A. Roberts
       
    Scott A. Roberts
       
    Chief Financial Officer
     
     
     
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