Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 29, 2022, D. Randall Winn resigned from the Board of Directors (the
"Board") of Definitive Healthcare Corp. (the "Company"), which resignation
became effective upon the appointment of Sastry Chilukuri as a member of the
Board and of the audit committee of the Board (the "Audit Committee") on
September 30, 2022 (the "Effective Date"). Mr. Chilukuri will serve as a
Class II director until the Company's 2023 Annual Meeting of Stockholders and
until such time as his successor is duly elected and qualified, or until his
earlier death, resignation or removal.
Mr. Chilukuri will be compensated in accordance with the Company's non-employee
director compensation policy. Pursuant to such policy, the Board approved
(i) payment to Mr. Chilukuri of an annual retainer for board service of $50,000
(pro-rated to the Effective Date), (ii) an initial grant (the "Initial RSU
Award") of restricted stock units ("RSUs") with respect to 19,306 shares of the
Company's Class A common stock, par value $0.001 per share ("Class A Common
Stock") pursuant to the Company's 2021 Equity Incentive Plan (the "Plan") and
(iii) a pro-rated annual grant (the "Pro-Rated Annual RSU Award") of RSUs with
respect to 7,282 shares of Class A Common Stock (which number of RSUs reflects
pro-ration for the period from the Effective Date through May 24, 2023) pursuant
to the Plan. The Initial RSU Award vests over a three-year period, where one
third of the RSUs vests on each anniversary of the Effective Date, subject to
Mr. Chilukuri's continued Service (as defined in the Plan) through the
applicable vesting date. The Pro-Rated Annual RSU Award vests upon the earlier
of May 24, 2023 or the Company's next annual meeting of stockholders, subject to
Mr. Chilukuri's continued Service through such vesting date. Each of the Initial
RSU Award and the Pro-Rated Annual RSU Award is subject to the terms and
conditions of the Plan and the applicable form of award agreement, which form is
filed as Exhibit 10.1 hereto and incorporated by reference herein.
Mr. Chilukuri will enter into the Company's standard form of indemnification
agreement in the form previously approved by the Board, which form is filed as
Exhibit 10.6 to the Company's Registration Statement on Form S-1 (File
No. 333-258990) filed with the Securities and Exchange Commission on August 20,
2021.
Item 7.01. Regulation FD Disclosure
On October 3, 2022, the Company issued a press release announcing the
resignation of Mr. Winn and appointment of Mr. Chilukuri as a member of the
Board and of the Audit Committee. A copy of the press release is furnished as
Exhibit 99.1 hereto and is incorporated by reference herein.
The information furnished in this Item 7.01 on this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18
of the Exchange Act, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the
Securities Act, or the Exchange Act, regardless of any general incorporation
language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Form of Director Restricted Stock Unit Award Agreement under 2021 Equity
Incentive Plan.
99.1 Press Release dated October 3, 2022 (furnished herewith pursuant to Item
7.01).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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