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): May 28, 2010
HEALTHWAYS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-19364
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62-1117144 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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701 Cool Springs Boulevard
Franklin, Tennessee
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37067 |
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(Zip Code) |
(615) 614-4929
(Registrant’s telephone number, including area code)
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. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Healthways,
Inc. (the “Company”) included a statement in its proxy
statement mailed to its stockholders describing the matters to be voted on at its Annual Meeting of
Stockholders held Friday, May 28, 2010 that the Company’s
Board of Directors would adopt a policy requiring stockholder
approval prior to the Company repurchasing outstanding underwater
options. In order to implement this policy, on May 28, 2010, the Board of Directors of the Company approved an amendment
to the Company’s 2007 Stock Incentive Plan (the
“Plan”) removing the provision that would permit the
Company, without stockholder approval, to offer to buy out for a payment in cash, stock or
restricted stock, an option that was previously granted under the Plan.
Additionally, in the future, the Company will consider offsetting dilution stemming from
employee equity plans with future share repurchases.