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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)
October 2, 2023
TACTILE
SYSTEMS TECHNOLOGY, INC.
(Exact name
of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-37799 |
|
41-1801204 |
(State
or other jurisdiction of |
|
(Commission |
|
(I.R.S.
Employer |
incorporation) |
|
File
Number) |
|
Identification
No.) |
3701
Wayzata Blvd, Suite 300,
Minneapolis, MN
55416
(Address of principal executive offices) (Zip
Code)
(612)
355-5100
(Registrant’s telephone number, including
area code)
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:
¨ 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 $0.001 Per Share |
TCMD |
The
Nasdaq Stock Market |
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
October 2, 2023, the board of directors of Tactile Systems Technology, Inc. (the “Company”) elected Vindell Washington,
M.D. to serve as a member of the board and fixed the size of the board at eight directors, all effective as of October 2, 2023.
Dr. Washington was also appointed to serve as the chair of the Compliance and Reimbursement Committee and as a member of the
Nominating and Corporate Governance Committee of the board.
Dr. Washington
has served in various roles at Verily, an Alphabet backed health technology company focused on research, care and health financing, since
January 2020, including Chief Clinical Officer for Care, leading the newly formed Health Equity Center of Excellence for Verily,
Chief Executive Officer of Verily Onduo, a virtual population health solution, and Chief Clinical Officer of Verily Health Platforms.
From 2017 to 2019, he served as Executive Vice President and Chief Medical Officer of Blue Cross Blue Shield of Louisiana, a health insurance
company. Dr. Washington served as National Coordinator and Principal Deputy for the U.S. Department of Health and Human Services’
Office of the National Coordinator for Healthcare Information Technology from 2016 to 2017. He held a series of roles at Franciscan Missionaries
of Our Lady Health System, an integrated healthcare system serving nearly half of the state of Louisiana, from 2009 to 2016, culminating
in his promotion to President. From 1997 to 2008, he worked in various roles for Piedmont Emergency Medicine Associates, a private practice,
emergency medicine and hospitalist medicine group, most recently as its Chief Executive Officer and President.
For his service on the
board, Dr. Washington will be compensated in accordance with the Company’s non-employee director compensation policy. Dr. Washington
will be granted restricted stock units (“RSUs”) with a value of a pro rata portion of $145,000, such pro rata portion based
on the length of Dr. Washington’s service on the board until the next annual meeting of stockholders. This initial grant will
be made after the close of market on the second business day following the release of the Company’s financial results for the quarter
ended September 30, 2023, and will vest in a single installment on the earlier of one year from the grant date or the date of the
Company’s 2024 annual meeting of stockholders, subject to the condition that Dr. Washington remain a director as of that date.
In addition, Dr. Washington
will receive an annual cash retainer of $50,000 per year for his service on the board, a cash retainer of $10,000 per year for his service
as the chair of the Compliance and Reimbursement Committee, and a cash retainer of $5,000 per year for his service as a member of the
Nominating and Corporate Governance Committee, each prorated for his first year of service. Non-employee directors may elect to receive
between 10% and 100% of their aggregate annual cash retainers in the form of RSUs, with the number of RSUs calculated by dividing the
amount of the retainer payable on a certain date by the closing sale price per share of the Company’s common stock on the date of
grant. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in connection with attending board
and committee meetings.
Item 7.01. |
Regulation FD Disclosure |
On October 2, 2023,
the Company issued a press release in connection with Dr. Washington’s appointment to the board. Attached hereto as Exhibit 99.1
is a copy of the press release. In accordance with General Instruction B.2 of Form 8-K, the information in this report under this
heading, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
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.
|
TACTILE SYSTEMS TECHNOLOGY, INC. |
Date: October 2, 2023 |
By: |
/s/ Elaine M. Birkemeyer |
|
|
Elaine M. Birkemeyer |
|
|
Chief Financial Officer |
Exhibit 99.1
Tactile Medical Appoints Vindell Washington,
M.D. to Board of Directors
MINNEAPOLIS—October 2,
2023 (GLOBE NEWSWIRE) — Tactile Systems Technology, Inc. (“Tactile Medical”) (Nasdaq: TCMD), a medical
technology company providing therapies for people with chronic disorders, today announced the appointment of Vindell Washington, M.D.
to the Company’s Board of Directors (“Board”), effective October 2, 2023.
“We are pleased to welcome Dr. Washington
to Tactile Medical, who joins our Board with over 30 years of experience in the healthcare industry,” said Bill Burke, Chairman
of the Board of Tactile Medical. “We will benefit from his breadth of experience in medicine, technology and policy, as well as
his expertise in advising healthcare companies on their clinical strategy.”
Dr. Washington was recently recognized by
FierceHealthcare as being among the Most Influential Minority Executives in Healthcare. Dr. Washington serves as Chief Clinical Officer
for Care and leads the newly formed Health Equity Center of Excellence for Verily, an Alphabet backed health technology company focused
on research, care and health financing. He also served as Chief Clinical Officer of Verily Health Platforms, as well as Chief Executive
Officer of Verily Onduo, where he led the strategy, development and execution of Onduo, a virtual population health solution. Dr. Washington
previously worked for Blue Cross Blue Shield of Louisiana from 2017 to 2019, where as Executive Vice President and Chief Medical Officer,
he was responsible for the organization’s health plan medical management, accreditation, pharmacy and provider network functions.
From 2016 to 2017, Dr. Washington served as National Coordinator and Principal Deputy for the U.S. Department of Health and Human
Services’ Office of the National Coordinator for Healthcare Information Technology, where he was responsible for national healthcare
information technology policy.
From 2009 to 2016, Dr. Washington worked
for the Franciscan Missionaries of Our Lady Health System, an integrated healthcare system serving nearly half of the state of Louisiana,
in a series of roles culminating in his promotion to Medical Group President, where he was responsible for the development and execution
of the organization’s ambulatory strategies. From 1997 to 2008, he worked for Piedmont Emergency Medicine Associates, a private
practice, emergency medicine and hospitalist medicine group, culminating in serving as the group’s Chief Executive Officer and President.
Dr. Washington received his B.S. from the Pennsylvania State University, his M.D. from the University of Virginia and his M.S. in
Healthcare Management from the Harvard University School of Public Health.
About Tactile Medical
Tactile Medical is a leader in developing and
marketing at-home therapies for people suffering from underserved, chronic conditions including lymphedema, lipedema, chronic venous insufficiency
and chronic pulmonary disease by helping them live better and care for themselves at home. The company collaborates with clinicians to
expand clinical evidence, raise awareness, increase access to care, reduce overall healthcare costs and improve the quality of life for
tens of thousands of patients each year.
Investor Inquiries:
Mike Piccinino, CFA
Partner
ICR Westwicke
investorrelations@tactilemedical.com
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