UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
On October 18, 2024, Denise W. Warren submitted her resignation from the Board of Directors (the “Board”) of TruBridge, Inc. (the “Company”), effective November 15, 2024. Ms. Warren is resigning from the Board in order to devote increased time and attention to serving as chairperson of another public company board of directors, and this decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Also on October 18, 2024, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board elected Amy O’Keefe, effective immediately, to fill the seat on the Board that will be vacated by Ms. Warren. Ms. O’Keefe will serve as a Class II director until the expiration of her term on the date of the Company’s annual meeting of stockholders in 2025, when she is expected to stand for re-election as a director. In connection with her election to the Board, Ms. O’Keefe was appointed to the Audit Committee of the Board. The Board has determined that Ms. O’Keefe qualifies as “independent” under Nasdaq listing standards.
There are no arrangements or understandings between Ms. O’Keefe and any other person pursuant to which Ms. O’Keefe was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. O’Keefe and the Company. Ms. O’Keefe will receive compensation for her Board service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Non-Management Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2024, as adjusted by the Board from time to time.
On October 21, 2024, the Company issued a press release announcing the resignation of Ms. Warren and the election of Ms. O’Keefe to the Board. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed herewith:
| Exhibit |
Exhibit | |
| 99.1 | Press Release dated October 21, 2024 | |
| 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.
| TRUBRIDGE, INC. | ||||||
| Date: October 21, 2024 | By: | /s/ Christopher L. Fowler | ||||
| Christopher L. Fowler | ||||||
| President and Chief Executive Officer | ||||||