Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2022, the Board of Directors (the "Board") of Convey Health
Solutions Holdings, Inc. (the "Company") appointed Mr. Paul Campanelli to the
Board, effective as of February 14, 2022 (the "Effective Date"). Mr. Campanelli
was appointed to serve as a Class II director of the Company, with an initial
term expiring on the date of the Company's second annual meeting of
stockholders. Mr. Campanelli was also appointed to serve as a member of the
Audit Committee of the Board, replacing Ms. Katherine Wood, effective as of the
Effective Date. In connection with Mr. Campanelli's appointment to the Board,
the Board increased the number of directors on the Board from five to six.
The Board reviewed and discussed the qualifications of Mr. Campanelli as a
director nominee and determined that Mr. Campanelli is an "independent" director
under the applicable rules and regulations of the New York Stock Exchange and
the Securities and Exchange Commission, including those relating to members of
audit committees. There are no arrangements or understandings between Mr.
Campanelli and any other person pursuant to which Mr. Campanelli was selected as
a director of the Company. Mr. Campanelli is not a party to any transaction
requiring disclosure pursuant to Item 404(a) of Regulation S-K. In connection
with the appointment of Mr. Campanelli to the Board, the Company entered into an
indemnification agreement with Mr. Campanelli, the terms of which are
substantially the same as the terms set forth in the form of such agreement
previously filed as an exhibit to the Company's registration statement relating
to the Company's initial public offering (File No. 333-256370).
Mr. Campanelli will be compensated for his service on the Board in accordance
with the compensation policy that the Company plans to adopt for its
non-employee directors who are unaffiliated with the Company's principal
stockholder.
Item 7.01 Regulation FD Disclosure.
On February 15, 2022, the Company issued a press release announcing the
appointment of Mr. Campanelli to the Board. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K is being
furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including
Exhibit 99.1) and shall be deemed "furnished" and not "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, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated February 15, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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CONVEY HEALTH SOLUTIONS HOLDINGS, INC. 
