Form 8-K - Current report

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):

March 7, 2024

MultiPlan Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39228

84-3536151

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

115 Fifth Avenue

New York, New York 10003

(212) 780-2000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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 (see General Instruction A.2. below):

☐ 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 of each class

Trading
Symbol(s)

Name of each exchange on which registered

Shares of Class A Common Stock,

$0.0001 par value per share

MPLN

New York Stock Exchange

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 7, 2024, MultiPlan Corporation (the "Company" or "MultiPlan") issued a press release announcing the appointment of Jerry Hogge as Executive Vice President and Chief Operating Officer of the Company, effective March 11, 2024.

Mr. Hogge, age 58, most recently was Executive Vice President and Chief Operations Officer at CALIBRE Systems Inc., an employee-owned management consulting and digital transformation company, from January 2022 to October 2023. Prior to joining CALIBRE, Mr. Hogge was Senior Vice President MITRE Public Sector at MITRE, a non-profit adviser advancing national security and serving the public interest from June 2019 to December 2021. Prior to MITRE, Mr. Hogge served in various senior leadership roles at Leidos Holdings, Inc., a publicly-traded systems integrator and technology solution provider in heavily regulated industries, including as Senior Vice President, Military & Veteran Health Solutions, Ledios Health, from January 2018 until June 2019 and as Deputy Group President, Leidos Health Solutions Group from August 2012 to January 2018.

The Company entered into an offer letter with Mr. Hogge on February 15, 2024. Pursuant to his offer letter:

•Mr. Hogge is entitled to a starting annual base salary of $500,000;

•Mr. Hogge is eligible to participate in the Company's annual cash incentive plan with a target amount equal to 100% of his annual base salary (prorated for 2024); and

•beginning in 2024, Mr. Hogge is eligible to participate in the Company's long-term equity incentive program with an annual grant target equal to 350% of his annual base salary, in the same form of equity grants to other members of the Company's executive management team, with such annual equity grants subject to approval by the Compensation Committee of the Company's Board of Directors.

In the event of a termination of employment by the Company without cause, subject to his execution of a general waiver and release of claims against the Company, Mr. Hogge will receive: (i) twelve months of base salary continuation post-termination; and (ii) payment of, or reimbursement for, COBRA premiums for a period ending on the earlier of 12 months following the termination date and the date he obtains other employment that offers group health benefits.

The description in this Current Report on Form 8-K of the offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 7, 2024, the Company issued a press release announcing the appointment of Mr. Hogge as Executive Vice President and Chief Operating Officer of the Company. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information, including the press release, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included in this Form 8-K:


Exhibit No.						Description of Exhibit
10.1						Offer Letter , dated February 15 , 202 4 , by and between MultiPlan Corporation and Jerome Hogge .
99.1						Press Release, dated March 7, 2024, announcing the new Chief Operating Officer of the Company.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.

Dated: March 7, 2024

MultiPlan Corporation

By: /s/ James M. Head

Name: James M. Head

Title: Executive Vice President and Chief Financial

Officer

EXHIBIT 10.1

February 15, 2024

Mr. Jerome Hogge

[address]

[email]

Dear Jerry,

We are pleased to confirm our offer of employment with MultiPlan. We believe you have the experience and qualifications to contribute to our strategic goals, and we are excited to have you join our team.

The position offered is EVP, Chief Operating Officer, reporting to Travis Dalton, President/CEO. Your target start date will be March 11, 2024, and the starting rate of pay will be $19,230.77 per pay period (annualized at $500,000.00). You will be eligible to participate in the MultiPlan annual incentive compensation plan with a target bonus of 100% of base salary, payable when companywide bonuses are distributed (annually in March of each calendar year for the previous year) and pro-rated for 2024. The goals and deliverables that you must meet in order to receive your target bonus amount will be determined annually.

You will also be eligible to participate in our annual management equity plan starting in 2024 with a target grant amount equal to 350 percent of base salary in the same form of equity granted to other members of executive management. Annual equity grants are subject to approval by MultiPlan’s compensation committee and are contingent on signing MultiPlan’s standard Non-Interference Agreement.

In addition, you will be eligible for benefits as provided for full-time employees. Benefit information can be found in the attached Benefits Guide. Please note that this offer is contingent upon the successful completion of a pre-employment background check within the guidelines of state and federal law.

In the event your employment is terminated by MultiPlan without cause, then subject to the execution of a waiver and release of claims against MultiPlan, you shall be entitled to receive the following post-employment benefits:

•Twelve (12) months of base salary continuation post-termination.

•Contingent upon your timely election of COBRA continuation coverage, the continued payment by MultiPlan of the employer’s portion of any applicable COBRA premiums, to the same extent that MultiPlan made contributions to such premiums immediately prior to such termination, for a period beginning on the date of such termination and ending on the earlier to occur of (i) the one year anniversary of such termination, or (ii) the date on which you are no longer eligible for such coverage or become eligible to obtain health insurance coverage from a subsequent employer.

As a condition of your employment, you will need to provide MultiPlan with documents that establish both your identity and employment eligibility to work in the United States. A list of acceptable documents required by the Immigration Reform Control Act of 1986 that are proof of a lawful work status can be found on the 1-9 form which you will receive through our recruitment system of record, Recruitment Management. Your employment is considered employment at will. This means employment is not defined for a specific time, rather either you or MultiPlan may terminate the employment relationship at any time with or without notice and with or without cause.

EXHIBIT 10.1

As you will be an Executive Officer of MultiPlan under applicable SEC regulations, your employment and compensation will need to be formally approved by our Compensation Committee, which we anticipate will occur at their next regularly scheduled meeting on February 27, 2024.

Please indicate your acceptance of this offer by returning a hand signed or e-signed copy of this letter via email.

We look forward to you joining the MultiPlan team!

Sincerely,

/s/ Carol Nutter

Carol Nutter

Chief People Officer

Accepted: /s/ Jerome Hogge_ Date: 2/15/24

Jerome Hogge

EXHIBIT 99.1

MultiPlan Appoints Jerry Hogge as Chief Operating Officer

Hogge’s Growth-Driven Expertise Bolsters MultiPlan’s Next Phase of Growth and Innovation

NEW YORK – March 7, 2024 – MultiPlan Corporation (NYSE: MPLN) (“MultiPlan” or the “Company”), a leading value-added provider of data analytics and technology-enabled end-to-end cost management, as well as payment and revenue integrity solutions to the U.S. healthcare industry, today announced that Jerry Hogge will join the Company as Executive Vice President, Chief Operating Officer (COO).

Hogge is a highly accomplished operational and commercial leader who has excelled within the healthcare and telecommunications industries for over 30 years. He has a wide range of experience driving operational efficiency and growth in complex technology and services environments by leveraging new and existing technology products to expand market share, open new sectors, and diversify solution offerings. Hogge most recently served as Executive Vice President and Chief Operations Officer at CALIBRE Systems Inc. where he was responsible for both revenue growth and company operations. Before that, he was Senior Vice President at MITRE where he grew the Public Sector business from $650M to $900M in under three years. Prior to MITRE, Hogge led the Federal Health Solutions business at Leidos, more than doubling revenues from $300M to over $750M in six years and was the lead executive responsible for the $4.3B, ten-year contract award of the Defense Health Management System Modernization (DHMSM) program.

“Jerry brings a unique blend of operational excellence, strategic thinking, product development, team leadership, and expertise that aligns perfectly with the needs of our company as we take an aggressive step forward to get Fit for Growth and drive MultiPlan forward," said Travis Dalton, CEO of MultiPlan. “As MultiPlan advances through the next phase of its evolution, I look forward to working closely with Jerry to refine and expand our service and solution offerings to bring enhanced value to our current customers as well as enable expansion into new customer verticals to bend the cost curve, and drive transparency, fairness, efficiency and affordability in the delivery of healthcare.”

As COO of MultiPlan, Hogge will oversee day-to-day operations to ensure clarity, alignment and accountability, and a disciplined focus on operational efficiency and effectiveness that will position the organization for growth. Hogge’s focus will also include expanding upon MultiPlan’s performance and accountability culture, ensuring that the full value and potential of our recent and past acquisitions are fully integrated and realized, by leading and working with the exceptional existing MultiPlan leadership team.

“I couldn’t be more delighted and honored to be a part of the MultiPlan team, and I look forward to working alongside the 2,800 professionals that have made the company such a great success.” said Hogge. “MultiPlan’s unwavering commitment to delivering fairness, efficiency, and affordability to the healthcare system is inspiring, and I’m excited to join the organization as we take the company to a new phase of accelerated growth through new offerings, new markets, and refined and scalable operational approaches.”

MultiPlan’s appointment of Hogge as COO continues the momentum of the recent growth plan-oriented announcement of Travis Dalton as MultiPlan’s new CEO.

About MultiPlan

MultiPlan is committed to delivering affordability, efficiency, and fairness to the US healthcare system by helping healthcare payors manage the cost of care, improve their competitiveness, and inspire positive change. Leveraging sophisticated technology, data analytics, and a team rich with industry experience, MultiPlan interprets customers’ needs and customizes innovative solutions that combine its payment and revenue integrity, network-based, analytics-based, and data and decision science services.

MultiPlan is a trusted partner to over 700 healthcare payors, brokers, employers and groups, and supplemental carriers in the commercial health, government, and property and casualty markets. For more information, visit multiplan.com.

Forward Looking Statements

This press release contains forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, including the discussion in this press release of the future prospects and growth of the Company. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and speak only as of the date they are made. Any forward-looking statements that we make herein are not guarantees of future performance and actual results may differ materially from those in such forward- looking statements as a result of various factors. Factors that may impact such forward-looking statements also include the factors discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023; and other factors beyond our control. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company’s periodic and other filings are accessible on the SEC’s website

at www.sec.gov. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Investor Relations

Luke Montgomery, CFA

SVP, Finance & Investor Relations MultiPlan

866-909-7427

investor@multiplan.com

Shawna Gasik

AVP, Investor Relations MultiPlan

866-909-7427

investor@multiplan.com

Media Relations

Kahler Buckley

Matter Communications for MultiPlan 860-604-1073

MultiPlan@matternow.com

Cover	Mar. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 07, 2024
Entity Registrant Name	MultiPlan Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39228
Entity Tax Identification Number	84-3536151
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Shares of Class A Common Stock, $0.0001 par value per share
Trading Symbol	MPLN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001793229
Amendment Flag	false
Entity Address, Address Line One	115 Fifth Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	(212)
Local Phone Number	780-2000