8-K
filed December 8, 2023, 6:59 PM ET
CIK 0001124804
leadership
confidence high
sentiment negative
materiality 0.85
Veradigm CEO and CFO resign amid financial investigation; interim leaders appointed
Veradigm Inc.
- CEO Richard Poulton and CFO Leah Jones resigned at Board request due to ongoing audit committee investigation into financial reporting and internal controls.
- Board appoints P. Gregory Garrison as Executive Chairman, Dr. Shih-Yin Ho as interim CEO, and Lee Westerfield as interim CFO, effective Dec 7, 2023.
- Potential impact of investigation on prior-period financials under review; FY2023 guidance under review by new leadership.
- Company reaffirms previously disclosed ~$20M revenue reduction estimate for 2020-2022 from certain revenue recognition practices.
- Bylaws amended to allow Board to appoint a Chairman who may not be independent.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Shih-Yin Ho was appointed as Interim Chief Executive Officer at Veradigm Inc..
- Action
- appointed
- Role
- Interim Chief Executive Officer
Exact text from the filing
appointed current director, Dr. Shih-Yin Ho, as Interim Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carol J. Zierhoffer was appointed as Lead Independent Director at Veradigm Inc..
- Action
- appointed
- Role
- Lead Independent Director
Exact text from the filing
Following Mr. Garrison’s appointment as Executive Chairman, Carol J. Zierhoffer was appointed as Lead Independent Director.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
P. Gregory Garrison was appointed as Executive Chairman at Veradigm Inc..
- Action
- appointed
- Role
- Executive Chairman
Exact text from the filing
the Board appointed current Chairman of the Board, P. Gregory Garrison, as Executive Chairman of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leland Westerfield was appointed as Interim Chief Financial Officer at Veradigm Inc..
- Action
- appointed
- Role
- Interim Chief Financial Officer
Exact text from the filing
Leland Westerfield will serve the Company as Interim Chief Financial Officer and will serve as the Company’s principal financial officer and principal accounting officer, effective December 7, 2023.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Veradigm Inc.: Amended bylaws to allow Board to appoint a Chairman who may or may not be an independent director (effective 2023-12-07).
- Change
- bylaw amendment
- Effective
- 2023-12-07
Exact text from the filing
Effective December 7, 2023, in connection with, and immediately prior to, the effectiveness of the appointment of Mr. Garrison as Executive Chair, the Company amended the By-Laws of the Company, as amended and restated on August 18, 2015, and as further amended on January 1, 2023 (the “Second Amendment”), to provide that the Board may appoint a Chairman who may or may not be an independent director of the Company.
View on SEC.gov
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