Current Report Filing (8-k)

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)

August 1, 2022

HEALTHEQUITY, INC.

Delaware		001-36568		52-2383166
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

15 West Scenic Pointe Drive

Suite 100

Draper, Utah 84020

(801) 727-1000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

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 Instruction A.2):

¨ 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))

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 $0.0001 per share		HQY		The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 August 1, 2022, HealthEquity, Inc. (the “Company”) announced that Edward R. (Ted) Bloomberg, the Company’s Chief Operating Officer, ceased serving as the Company’s Chief Operating Officer, effective immediately. Mr. Bloomberg will serve as a Special Advisor to the Company for a limited period of time, in which role he will assist in transitioning his responsibilities as determined by Jon Kessler, the Company’s President and Chief Executive Officer. The Company also announced that Mr. Kessler will assume the duties and responsibilities of the Company’s principal operating officer in connection with Mr. Bloomberg’s resignation.

As a Special Advisor, Mr. Bloomberg will remain entitled to the compensation and benefits provided for in his employment agreement with the Company, dated as of May 15, 2018 (the “Employment Agreement”). In consideration of Mr. Bloomberg’s execution, delivery and non-revocation of the release of claims against the Company and its subsidiaries and affiliates substantially in the form attached to the Employment Agreement, and his continuing compliance with certain restrictive covenants contained therein, Mr. Bloomberg will receive the previously negotiated severance payments and benefits set forth in the Employment Agreement, as detailed in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on May 13, 2022.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
104	Cover Page Interactive Data File (formatted in Inline XBRL)

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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.