Item 2.02. Results of Operations and Financial Condition.
On April 13, 2023, Tabula Rasa HealthCare, Inc. (the "Company") issued a press
release reporting, among other matters, certain preliminary earnings results for
the quarter ended March 31, 2023. A copy of the press release is attached as
Exhibit 99.1 and incorporated by reference herein.
The information furnished pursuant to this Item 2.02 and the accompanying
Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and is not to be incorporated by
reference into any filing of the Company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 13, 2023, the Company announced that the Board of Directors of the
Company (the "Board") has appointed Brian W. Adams, the Company's current
President and Interim Chief Executive Officer, as the Company's Chief Executive
Officer, and as a Class I member of the Board, upon approving an increase in the
size of the Board from nine to ten members (the "Appointments"). The
Appointments were effective as of April 13, 2023.
Mr. Adams, 42, has served as the Company's Interim Chief Executive Officer since
September 13, 2022. Mr. Adams' biographical information (as required by Item
401(b) of Regulation S-K) and business experience (as required by Item 401(e) of
Regulation S-K) was previously disclosed under Item 5.02 of the Current Report
on Form 8-K and Amendment No. 1 on Form 8-K/A filed by the Company with the
Securities and Exchange Commission on November 12, 2021 and December 17,
2021 , respectively, and is incorporated herein by reference. As previously
disclosed, there are no family relationships between Mr. Adams and any director
or executive officer of the Company, and the Company has not entered into any
transactions with Mr. Adams that are reportable pursuant to Item 404(a) of
Regulation S-K. There are no arrangements or understandings between Mr. Adams
and any other persons pursuant to which he was selected as the Company's Chief
Executive Officer.
In connection with the Appointments and retroactively effective as of April 1,
2023, the Compensation Committee of the Board (the "Committee") approved an
increase to Mr. Adams' annual base salary from $450,000 to $500,000, and an
increase in his target bonus under the Company's Annual Incentive Plan from 75%
to 100% of his annual base salary (collectively, the "Compensation Changes").
The Committee will consider certain changes to Mr. Adams' existing
Change-in-Control and Severance Agreement, dated as of January 1, 2018 (the "CIC
Agreement"), in addition to the above noted Compensation Changes. Changes or
amendments to the CIC Agreement in connection with the Appointments have not yet
been determined. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the
Company intends to file an amendment to this Current Report on Form 8-K if and
when such information is available.
Item 7.01. Regulation FD Disclosure.
On April 13, 2023, the Company issued a press release announcing, among other
things, preliminary estimated first quarter 2023 revenues and the appointment of
Mr. Adams as President and Chief Executive Officer and a Class I member of the
Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The information furnished pursuant to this Item 7.01 and the accompanying
Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, and is
not to be incorporated by reference into any filing of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release of Tabula Rasa HealthCare, Inc. issued April 13, 2023
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TABULA RASA HEALTHCARE, INC. 
