Phreesia, Inc 8-K/A, filed May 31, 2023
Phreesia, Inc. (PHR)
8-K/A
2023-05-31
For: 2023-03-21
View Original
Added on
April 04, 2026
About this 8-K/A
Phreesia, Inc filed this 8-K/A on May 31, 2023, reporting on events of March 21, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code)
(888 ) 654-7473
(Registrant's telephone number, including area code)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 21, 2023, Phreesia, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) disclosing that Janet Gunzburg would be appointed as Principal Accounting Officer of the Company, effective March 24, 2023. Compensation arrangements for Ms. Gunzburg were not anticipated to change and had not been determined as of the filing of the Initial Report.
On May 30, 2023 in connection with her new role, the Company entered into an employment agreement with Ms. Gunzburg (the “Employment Agreement”), with an effective date of March 24, 2023. Pursuant to the Employment Agreement, Ms. Gunzburg will receive a base salary of $275,000 per year and is eligible to receive an annual bonus with a target opportunity equal to $110,000.
Pursuant to the Employment Agreement, if Ms. Gunzburg’s employment is terminated by the Company without cause or if she terminates her employment for good reason, Ms. Gunzburg will receive six months of her base salary, her prorated bonus for the year of termination based on actual performance, acceleration of all unvested time-based stock options and stock-based awards (the “Time-Based Equity Awards”) that would vest in the six-month period following the date of termination, and, subject to her election to receive COBRA benefits and her copayment of premium amounts at the active employee rate, up to six months of COBRA benefits. The receipt of any such payments and benefits are all subject to execution and non-revocation by Ms. Gunzburg of a separation agreement and release in a form and manner satisfactory to the Company.
Under the Employment Agreement, 50% of the Time-Based Equity Awards will accelerate and become exercisable upon a change in control, and the remaining unvested Time-Based Equity Awards will accelerate and become exercisable on the first anniversary of the change in control, subject to Ms. Gunzburg’s continued service through such date. In addition, if Ms. Gunzburg is terminated within 12 months following a change in control, all remaining Time-Based Equity Awards shall accelerate and become exercisable upon termination and, in lieu of the severance payments and benefits described in the preceding paragraph, Ms. Gunzburg will be entitled to receive (A) one times the sum of her base salary and target bonus for the then-current year, (B) a prorated target bonus for the year in which termination occurs, and (C) subject to her election to receive COBRA benefits and her copayment of premiums amounts at the active employee rate, up to 12 months of COBRA benefits. The receipt of such payments and benefits are all subject to execution and non-revocation by Ms. Gunzburg of a separation agreement and release in a form and manner satisfactory to the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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.
| Date: May 31, 2023 | Phreesia, Inc. | |||||||
| By: | /s/ Balaji Gandhi | |||||||
| Name: | Balaji Gandhi | |||||||
| Title: | Chief Financial Officer | |||||||