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): March 11, 2025 (March 7, 2025)

HealthStream, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: 615-301-3100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

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 Instructions A.2. below):

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 March 7, 2025, the Board of Directors (the “Board”) of HealthStream, Inc. (the “Company”) appointed Charles E. Beard, Jr. as a member of the Board. It is contemplated that Mr. Beard will commence service on the Board effective March 7, 2025. Mr. Beard will be a Class I Director, and as such his term will expire at the 2028 annual meeting of the Company’s shareholders. Moreover, it is contemplated that Mr. Beard will serve as a member of the Board’s Audit Committee.

Mr. Beard will participate in the standard non-employee director compensation arrangements described in the Company’s 2024 proxy statement, filed with the Securities and Exchange Commission on April 11, 2024. There are no arrangements or understandings between Mr. Beard and any other person pursuant to which he was selected to serve on the Board. There are no transactions and no proposed transactions between Mr. Beard and the Company that would require disclosure under Item 404(a) of Regulation S-K.

The Company’s press release announcing the appointment is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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 thereunto duly authorized.

ex_788205.htm

Exhibit 99.1

P R E S S R E L E A S E

For Immediate Release:

Contact:

Mollie Condra, Ph.D.

Head, Investor Relations &

Communications

HealthStream

(615)-301-3237

mollie.condra@healthstream.com

HealthStream Announces the Addition of Charles E. Beard, Jr. to the Board of Directors

NASHVILLE, Tennessee (March 11, 2025) – **** HealthStream, Inc. (Nasdaq: HSTM), a leading healthcare technology platform company for workforce solutions, announced today that Charles E. Beard, Jr. has joined its Board of Directors and will serve as a member of the Audit Committee.

Mr. Beard brings a wealth of experience from his more than 30-year career, where he has held several executive-level positions. Until his recent retirement in December 2024, he served as Chief Operating Officer at Guidehouse, a global consultancy achieving five-fold growth in five years with annual revenues of approximately $3 billion and over 17,000 employees. Prior to that position, he was a Partner at PwC, working with counsel on investigations of transnational computer-based financial crimes affecting corporate earnings, compliance programs, intellectual property protection, and technology risks. He was also previously the Chief Information Officer for SAIC (now Leidos) and General Manager of its cybersecurity unit.

HealthStream’s Board will benefit from Mr. Beard’s extensive experience as a director on several high-profile boards, including Inova Health System, a $5.7 billion not-for-profit health system; Fresh Del Monte Produce, Inc. (NYSE: FDP); and Guidehouse. Across these Board appointments, he has served on a wide range of committees, including Audit, Compensation, Nominating, and Operations.

Mr. Beard’s formal education spans both law and business with a masters’ degree in each: a Master of Jurisprudence from Seton Hall School of Law and a Master of Business Administration from the University of Montana. He earned a Bachelor of Science from Texas A&M University and, upon graduation, served in the U.S. Air Force for four years as a Space and Missile Operations Officer.

Welcoming Mr. Beard to the Board, Robert A. Frist, Jr., Chairman and Chief Executive Officer, HealthStream, said, “We are delighted to have an individual of Charles’ prominence and executive leadership join our Board. With his distinguished career that spans technology, corporate strategy, and cybersecurity, we expect that he will add a valuable perspective to Board discussions as he advises the Company.”

“Having worked with a nationally recognized health system for the last ten years, I am convinced that clinical outcomes can be best achieved by investing in clinicians and supporting them throughout their careers—in education, training, research, and community,” said Charles E. Beard, Jr. “I am excited to join the HealthStream Board to accelerate these capabilities into the hands of the clinical community while reducing the administrative burden of care delivery.”

About HealthStream

HealthStream (Nasdaq: HSTM) is the healthcare industry’s largest ecosystem of platform-delivered workforce solutions that empowers healthcare professionals to do what they do best: deliver excellence in patient care. For more information, visit http://www.healthstream.com or call 800-521-0574.

This press release contains forward-looking statements that involve risks and uncertainties regarding HealthStream. This information has been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such results or events predicted in these statements may differ materially from actual future events or results. These forward-looking statements are based on a variety of assumptions that may not be realized, and which are subject to significant risks and uncertainties, including that the anticipated financial and strategic benefits of the acquisition may not be realized, as well as risks and uncertainties referenced from time to time in the Company’s filings with the Securities and Exchange Commission.