form8-k_121511.htm

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):  December 15, 2011

 
HEALTHWAYS, INC.
  
 
(Former name or former address, if changed since last report)
 
  

HEALTHWAYS, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
000-19364
  
62-1117144
(State or other jurisdiction of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

701 Cool Springs Boulevard
Franklin, Tennessee
  
 
37067
(Address of principal executive offices)
  
(Zip Code)

 
(615) 614-4929
  
 
(Registrant's telephone number, including area code)
 
  

     
 
(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 (see General Instruction A.2. below):


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 

 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
    Effective December 31, 2011, Matt Kelliher, President, International, will be leaving Healthways, Inc. (the “Company”).  The Company will treat Mr. Kelliher’s separation as a termination without just cause under his employment agreement.  Mr. Kelliher qualifies for early retirement under the Company’s long-term incentive plans.
 



 
 
 

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.

 
HEALTHWAYS, INC.
   
   
 
By:
/s/ Alfred Lumsdaine
   
Alfred Lumsdaine
   
Chief Financial Officer

Date:  December 15, 2011