Current Report Filing (8-k)
08 Junho 2018 - 7:05AM
Edgar (US Regulatory)
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 7, 2018
Health
Insurance Innovations, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35811
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46-1282634
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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15438
N. Florida Avenue, Suite 201
Tampa,
Florida
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33613
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (813) 397-1187
Not
Applicable
(Former
name or former address, if changed since last 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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Item
1.02.
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Termination
of a Material Definitive Agreement.
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On
June 7, 2018, the Board of Directors of Health Insurance Innovations, Inc. (the “Company”) terminated the employment
agreement of Michael W. Kosloske, the Company’s Founder and Chief of Product Innovation (the “Employment Agreement”).
The Employment Agreement was originally entered into on February 13, 2013, and amended on November 9, 2015. The Employment Agreement
was terminated without cause. Under the terms of the Employment Agreement, so long as Mr. Kosloske executes a general release
in favor of the Company, he will be entitled to severance compensation in an amount equal to two times the sum of his annual base
salary and his most recently earned annual bonus (or, if greater, his average annual bonus earned in the three most recently completed
calendar years), payable in 24 equal monthly installments. In addition, his unvested stock appreciation rights and restricted
stock grants will automatically vest on an accelerated basis as of the termination date.
Mr.
Kosloske will continue to serve as a director of the Company.
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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The
information in Item 1.02 is incorporated herein by reference.
Item
7.01.
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Regulation
FD Disclosure.
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On
June 7, 2018, the Company was informed by Michael W. Kosloske that entities controlled by Mr. Kosloske sold an aggregate of 1,300,000
shares of the Company’s Class A common stock in a transaction under Rule 144 under the Securities Act of 1933, as amended.
The
information in this Item 7.01 shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
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 hereunto duly authorized.
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HEALTH INSURANCE INNOVATIONS,
INC.
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By:
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/s/
Michael D. Hershberger
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Name:
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Michael D. Hershberger
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Title:
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Chief Financial Officer
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Date: June 8, 2018
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