UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on December 8, 2023, Veradigm Inc. (the “Company”) announced the appointment of Mr. Leland Westerfield as the Company’s Interim Chief Financial Officer, to serve as the Company’s principal financial officer and principal accounting officer, effective December 7, 2023, for an initial term of six months through June 7, 2024, and on May 27, 2024, the Company entered into an extension letter agreement with Mr. Westerfield to extend his employment through December 31, 2024. On December 31, 2024, the Company entered into an additional extension letter agreement (the “Second Extension Agreement”) with Mr. Westerfield to further extend his employment through June 30, 2025.
The Second Extension Agreement also provides that, in the event of a termination of Mr. Westerfield’s employment (other than a termination by the Company for cause or a resignation by Mr. Westerfield that is not for good reason), Mr. Westerfield is entitled to continue receiving base salary compensation for a period ending on the earlier of (i) six months following the date of termination and (ii) September 30, 2025.
The foregoing description of the Second Extension Agreement with Mr. Westerfield does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | ||
| 10.1 | Letter Agreement, dated December 31, 2024, between the Company and Leland Westerfield | |
| 104 | Cover Page Interactive Data File (embedded within the 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 on its behalf by the undersigned hereunto duly authorized.
| VERADIGM INC. | ||||||
| Date: December 31, 2024 | By: | /s/ Eric Jacobson | ||||
| Eric Jacobson | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||||
Exhibit 10.1
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December 31, 2024
Leland Westerfield
Re: Renewal Agreement
Dear Lee:
This letter confirms our mutual agreement to extend the term of your employment as Interim Chief Financial Officer and Interim Chief Accounting Officer of Veradigm Inc. (the “Company”) under the Letter Agreement, dated December 7, 2023, between you and the Company (the “Letter Agreement”) through June 30, 2025 (such term of employment, as extended pursuant to this letter, the “Term”).
During the Term, the terms and conditions of your employment, as described in the Letter Agreement, will continue to apply. Notwithstanding the foregoing, if the Term ends for any reason other than (a) a termination of your employment by the Company for Cause (as defined in the Letter Agreement) or (b) your resignation from employment with the Company other than for Good Reason (as defined in the Letter Agreement), you will be entitled to receive continued payments of cash compensation pursuant to Section 4 of the Letter Agreement for a period ending on the earlier of (x) six months following the end of the Term or (y) September 30, 2025 (subject to you executing and not revoking a general release of claims against the Company and its affiliates in a form reasonably satisfactory to the Company, if requested by the Company).
By your signature below, you agree to the extension of the Term as memorialized herein. Except as expressly provided herein, all other terms and conditions of the Letter Agreement shall remain in full force and effect.
| Sincerely, |
| /s/ Dave B. Stevens |
| Dave B. Stevens |
| Chairperson of the Compensation Committee |
| ACCEPTED BY: |
| /s/ Leland Westerfield |
| Leland Westerfield |