8-K
Waystar Holding Corp. (WAY)
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):June 4, 2025
Waystar Holding Corp.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-42125 | 84-2886542 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
1550 Digital Drive, #300
Lehi, Utah 84043
(Address of principal executive offices) (ZipCode)
Registrant’s telephone number, including
area code: (844) 492-9782
Not applicable
(Former name or former address, if changed sincelast 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title ofeach class | TradingSymbol | Name of each exchangeon which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | WAY | The Nasdaq Stock Market LLC |
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 x
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. ¨
This Current Report on Form 8-K is filed by Waystar Holding Corp., a Delaware corporation (the “Company”), in connection with the matters described herein.
| Item 3.03 | Material Modification to Rights of Security Holders. |
|---|
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
| Item 5.02. | Departure of Directorsor Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Effective upon the Certificate of Amendment (as defined below) becoming effective on June 4, 2025, the board of directors of the Company (the “Board”) expanded the size of the Board from ten directors to twelve directors and appointed Aashima Gupta to serve as a Class III director and Michael Roman to serve as a Class I director. The Board determined that both Ms. Gupta and Mr. Roman be deemed to be independent under the applicable rules and regulations of the Nasdaq Global Select Market and the Corporate Governance Guidelines of the Company. In addition, the Board appointed Ms. Gupta to the Audit & Risk Committee of the Board and appointed Mr. Roman to both the Audit & Risk Committee of the Board and the Nominating and Corporate Governance Committee of the Board.
Ms. Gupta, 54, joined Google Cloud in November 2016 and has served as Global Director, Healthcare Solutions, since November 2018. From January 2015 to November 2016, Ms. Gupta served as Vice President – Digital Transformation – Healthcare at Apigee, a Google Cloud Platform service, and from 2010 to January 2015, Ms. Gupta worked in technology development at Kaiser Permanente, most recently as its Executive Director of Digital Health. Ms. Gupta has served on the board of directors of Neogen, a publicly traded animal and food safety company, since 2022. In addition, she currently serves on the board of directors of Molnlycke Healthcare, a privately held medical technology company, and as a member of the board of advisors of HIMSS, a non-profit.
Mr. Roman, 65, joined 3M Company, a diversified technology and manufacturing company, in 1988 where he served in a variety of roles, most recently as its chief executive officer from July 2018 until his retirement in May 2024. Since April 2021, Mr. Roman has served as a member of the board of directors of Abbott Laboratories. Mr. Roman served as chairman of the board of directors of 3M Company from May 2019 to May 2024 and then as its executive chairman from May 2024 to March 2025.
There are no arrangements or understandings between Ms. Gupta or Mr. Roman and any other person pursuant to which they were selected to serve as members of the Board and there are no transactions in which either Ms. Gupta or Mr. Roman have a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Ms. Gupta and Mr. Roman will each receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation policy described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”) and are expected to enter into indemnification agreements with the Company substantially similar to those entered into between the Company and other members of the Board.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On June 4, 2025, the stockholders of the Company approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”), as further described under Item 5.07 below, to remove the existing ten-person limit on the maximum size of the Board.
A detailed description of the Certificate of Amendment was set forth in Proposal No. 2 in the Proxy Statement, which description and Appendix A thereof are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Certificate of Amendment filed herewith. The Certificate of Amendment became effective upon the filing with the Secretary of State of the State of Delaware on June 4, 2025.
The Board approved the Certificate of Amendment. The full text of the Certificate of Amendment is attached as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
(a) The Company held the Annual Meeting on June 4, 2025.
(b) The voting results from the Annual Meeting were as follows:
| 1. | Each of the following three directors were re-elected to the Company's Board of Directors as Class I directors,<br>to serve until the Company's annual meeting of stockholders in 2028 and until their respective successors are elected and qualified. Each<br>director received the number of votes set forth below. | |||||
|---|---|---|---|---|---|---|
| Name | For | Withhold | Broker<br> Non-Vote | |||
| --- | --- | --- | --- | --- | --- | --- |
| Samuel Blaichman | 141,625,381 | 19,449,644 | 3,214,342 | |||
| Priscilla Hung | 159,713,613 | 1,361,412 | 3,214,342 | |||
| Vivian Riefberg | 160,309,918 | 765,107 | 3,214,342 | |||
| 2. | The Certificate of Amendment was approved by a vote of 125,355,523 shares in favor, representing 72.5%<br>of the Company’s shares of common stock outstanding as of the record date for the Annual Meeting. Additionally, 35,702,555 shares<br>were cast against, 16,947 shares abstained, and 3,214,342 shares were broker non-votes on this proposal. | |||||
| --- | --- | |||||
| 3. | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting<br>firm for the fiscal year ending December 31, 2025 was approved by a vote of 164,255,077 shares in favor, 16,891 shares against and 17,399<br>shares abstaining. There were no broker non-votes on this proposal. | |||||
| --- | --- | |||||
| Item 9.01 | Financial Statements and Exhibits. | |||||
| --- | --- |
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Waystar Holding Corp. |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Date: June 5, 2025 | Waystar Holding Corp. | |
|---|---|---|
| By: | /s/ Gregory R. Packer | |
| Name: | Gregory R. Packer | |
| Title: | Chief Legal Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WAYSTAR HOLDING CORP.
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Waystar Holding Corp., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. Section (A) of Article VI of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended in its entirety to read as follows:
“A. Except as otherwise provided in this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors; provided that, at any time the Institutional Investors collectively beneficially own, in the aggregate, at least 40% in voting power of the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, the stockholders may also fix the number of directors by resolution adopted by the stockholders. Notwithstanding the foregoing, for so long as any of the EQT Stockholders, the CPPIB Stockholders or the Bain Stockholders have rights to nominate directors under this Article VI, (i) any resolution adopted by the Board of Directors that determines the total number of directors constituting the Board of Directors shall require the consent of each EQT Director Nominee, CPPIB Director Nominee and Bain Director Nominee then-serving on the Board of Directors (in each case, to the extent the EQT Stockholders, CPPIB Stockholders and Bain Stockholders, as applicable, have the right to designate such nominee pursuant to this Certificate of Incorporation) and (ii) the number of directors constituting the Board of Directors shall not be fixed at a number lower than the number of directors as is required to allow for the election of each EQT Director Nominee, CPPIB Director Nominee, and Bain Director Nominee, as well as each Independent Director Nominee and the CEO Director Nominee. In connection with the election of directors at each annual meeting of stockholders (and any special meeting of stockholders at which directors are to be elected), (i) the EQT Stockholders shall have the right to nominate, or direct the Corporation to nominate, the number of designees as set forth in Section (C)(i) or (iv) of this Article VI (each, an “EQT Director Nominee”), (ii) the CPPIB Stockholders shall have the right to nominate, or direct the Corporation to nominate, the number of designees as set forth in Section (C)(ii) or (iv) of this Article VI (the “CPPIB Director Nominee”), (iii) the Bain Stockholders shall have the right to nominate, or direct the Corporation to nominate, the number of designees as set forth in Section (C)(iii) or (iv) of this Article VI (the “Bain Director Nominee” and, together with the EQT Director Nominees and the CPPIB Director Nominee, the “Stockholder Nominees”), (iv) the Corporation shall cause the nomination of five (5) independent director nominees (each, an “Independent Director Nominee”), and (v) the Corporation shall cause the nomination of the person who, as of the date of nomination, is then-serving as Chief Executive Officer of the Corporation (provided, however, that if, as of the date of such nomination, the person then-serving as Chief Executive Officer is not expected to be in office as the Chief Executive Officer as of the date of the relevant meeting, the Corporation shall not be required to nominate such person and may instead nominate such person, if any, who is expected to be serving as Chief Executive Officer (or interim Chief Executive Officer) as of the date of such meeting (the “CEO Director Nominee”). Notwithstanding anything to the contrary contained in this Article VI.A, no party shall have the right to nominate any director, and the Corporation shall not be required to take any action to cause any such person to be nominated, if and to the extent such nominee would result, assuming all such nominees are elected as members of the Board of Directors, in a number of directors nominated by such party to exceed the number of directors that such party is then entitled to nominate for membership on the Board of Directors pursuant to this Article VI.A. and Article VI.C. below.
2. The foregoing amendment was duly adopted in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, Waystar Holding Corp. has caused this Certificate to be executed by its duly authorized officer on this 4^th^ day of June, 2025.
| WAYSTAR HOLDING CORP. | |
|---|---|
| By: | /s/ Gregory R. Packer |
| Name: | Gregory R. Packer |
| Title: | Chief Legal Officer |