BENEFITFOCUS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-12-19: Form 8-K; Period of report 2022-12-19; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2022-12-15: Form 8-K; Period of report 2022-12-14; Description 8.01 Other Events; Details 8.01.
- 2022-11-07: Form 8-K; Period of report 2022-11-07; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2022-11-04: Form 8-K/A; Period of report 2022-11-01; Description 9.01 Financial Statements and Exhibits; Details 9.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-12-19 | 8-K | 2022-12-19 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On December 19, 2022, Benefitfocus, Inc. a Delaware corporation (the “Company”) entered into an amended and restated merger agreement (as may be further amended from time to time, the “Amended and Restated Merger Agreement”) by and among the Company, Voya Financial, Inc., a Delaware corporation (“Parent”) and Origami Squirrel Acquisition Corp, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), dated as of November 1, 2022 (the “Original Merger Agreement”). 5.02 In connection with the Merger, certain employees of the Company (including each of its named executive officers, the “Covered Individuals”) may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). | d436455d8k.htm |
| 2022-12-15 | 8-K | 2022-12-14 | 8.01 Other Events | 8.01 As previously disclosed, on November 1, 2022, Benefitfocus, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Voya Financial, Inc., a Delaware corporation (“Parent”) and Origami Squirrel Acquisition Corp, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). | d434472d8k.htm |
| 2022-11-07 | 8-K | 2022-11-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 7, 2022, Benefitfocus, Inc. (the “Company”) issued a press release announcing its operating results for the quarter ended September 30, 2022. | bnft-20221107.htm |
| 2022-11-04 | 8-K/A | 2022-11-01 | 9.01 Financial Statements and Exhibits | 9.01 * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. | d731543d8ka.htm |
| 2022-11-03 | 8-K | 2022-11-01 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 In connection with the execution of the Merger Agreement, on November 1, 2022, the Company granted special retention restricted stock units (“Company Retention RSUs”) to certain members of the Company’s management, including Matthew Levin, the Company’s Chief Executive Officer, and Alpana Wegner, the Company’s Chief Financial Officer. 8.01 On November 1, 2022, concurrently with the execution of the Merger Agreement, Parent, Merger Sub and the Company entered into a Support Agreement (each, a “Support Agreement”) with each of BuildGroup Management, LLC (“BuildGroup”) and Indaba Capital Management, L.P. (“Indaba”), pursuant to which each of BuildGroup and Indaba agreed to, among other things, vote their shares of capital stock of the Company, approximately 24% of the outstanding voting power of the Company’s capital stock, in favor of the adoption of the Merger. | d286132d8k.htm |
| 2022-11-02 | 8-K | 2022-11-01 | 7.01 Regulation FD Disclosure | 7.01 On November 1, 2022, Benefitfocus, Inc. (the “Company”) and Voya Financial, Inc. (“Parent”) issued a joint press release announcing their entry into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Parent, and Origami Squirrel Acquisition Corp, a wholly owned subsidiary of Parent (“Merger Sub”). | d416435d8k.htm |
| 2022-08-18 | 8-K | 2022-08-17 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. 2.03 The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 8.01 On August 18, 2022, the Company issued a press release announcing the execution of the Credit Agreement. | d381479d8k.htm |
| 2022-08-03 | 8-K | 2022-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 3, 2022, Benefitfocus, Inc. (the “Company”) issued a press release announcing its operating results for the quarter ended June 30, 2022. 7.01 In connection with its earnings call to be held on August 3, 2022, the Company has prepared a presentation, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference. | bnft-8k_20220803.htm |
| 2022-06-13 | 8-K | 2022-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) At the 2022 annual meeting of stockholders of Benefitfocus, Inc. (the “Company”), stockholders approved the Benefitfocus, Inc. Third Amended and Restated 2012 Stock Plan (the “Plan”). 5.07 The Company held its 2022 annual meeting on June 9, 2022 (the “Annual Meeting”). | d329306d8k.htm |
| 2022-05-10 | 8-K | 2022-05-10 | 7.01 Regulation FD Disclosure | 7.01 On May 10, 2022, Benefitfocus, Inc. (the “Company”) will host its Investor Day. | d339149d8k.htm |
| 2022-05-03 | 8-K | 2022-05-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 3, 2022, Benefitfocus, Inc. (the “Company”) issued a press release announcing its operating results for the quarter ended March 31, 2022. 7.01 In connection with its earnings call to be held on May 3, 2022, the Company has prepared a presentation, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference. | bnft-8k_20220503.htm |
| 2022-04-05 | 8-K | 2022-04-04 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 of this Form 8-K is incorporated by reference herein. 5.02 Pursuant to the Cooperation Agreement, on April 4, 2022, the Board appointed Mr. Lerner as a Class II director to hold office until the 2022 Annual Meeting or until his successor is duly elected and qualified. | d311836d8k.htm |
| 2022-03-01 | 8-K | 2022-03-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 1, 2022, Benefitfocus, Inc. (the “Company”) issued a press release announcing its operating results for the quarter ended December 31, 2021. 7.01 In connection with its earnings call to be held on March 1, 2022, the Company has prepared a presentation, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference. | bnft-8k_20220301.htm |