Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 27, 2019, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Computer
Programs and Systems, Inc. (the "Company"), the Board increased the size of the
Board from nine directors to ten directors and elected Christopher T. Hjelm to
fill the newly created directorship, effective December 27, 2019. Mr. Hjelm will
serve as a Class III director, with a term expiring on the date of the Company's
annual meeting of stockholders in 2020, when he is expected to stand for
re-election as a director. In connection with his election to the Board,
Mr. Hjelm was appointed to the Compensation Committee of the Board. The Board
has determined that Mr. Hjelm qualifies as "independent" under Nasdaq listing
standards.
There are no arrangements or understandings between Mr. Hjelm and any other
person pursuant to which Mr. Hjelm was selected as a director of the Company.
There are no related person transactions (within the meaning of Item 404(a) of
Regulation S-Kpromulgated by the Securities and Exchange Commission) between
Mr. Hjelm and the Company. Mr. Hjelm will receive compensation for his Board
service in accordance with the Company's standard compensation arrangements for
non-employee directors, which are described under the caption "Non-Management
Director Compensation" in the Company's definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on March 18, 2019, as
adjusted by the Board from time to time.
On January 3, 2020, the Company issued a press release announcing the election
of Christopher T. Hjelm to the Board. A copy of this press release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release dated January 3, 2020
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