HEALTHSTREAM INC
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 26, 2024
HSTM$28.71-0.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
Reference is made to the financial statements included in Item 8 to this Report on Form 10-K.
(a)(2) Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the notes thereto.
(a)(3) Exhibits
| Number | Description |
| 2.2 (1) | Equity Purchase Agreement, dated November 25, 2020, by and among HSTM Max Holdings, Inc., Change Healthcare Holdings, LLC, Change Healthcare Technologies, LLC and Change Healthcare Ireland Limited. |
| 3.1* | Fourth Amended and Restated Charter of HealthStream, Inc. |
| 3.2 (2) | Third Amended and Restated Bylaws of HealthStream, Inc. |
| 4.1* | Form of certificate representing the common stock, no par value per share, of HealthStream, Inc. |
| 4.2* | Reference is made to Exhibits 3.1 and 3.2. |
| 4.3 (3) | Description of Capital Stock of HealthStream, Inc. |
| 10.1 | Form of Indemnification Agreement |
| 10.2 | Contribution Agreement dated as of December 29, 2021 between HealthStream, Inc. and Robert A. Frist, Jr. |
| 10.3 | Executive Employment Agreement, dated July 21, 2005, between HealthStream, Inc. and Robert A. Frist, Jr. |
| 10.4 (6) | Revolving Credit Agreement, dated November 24, 2014, by and among HealthStream, Inc., the several banks and other financial institutions and lenders from time to time party thereto and SunTrust Bank, as administrative agent, issuing bank, and swingline lender |
| 10.5 | Summary of Director and Executive Officer Compensation |
| 10.6 | Letter Agreement, dated as of February 20, 2023, between HealthStream, Inc. and Michael Sousa. |
| 10.7 | HealthStream, Inc. 2023 Cash Incentive Bonus Plan |
| 10.8 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Time Based) under 2022 Omnibus Incentive Plan |
| 10.9 | 2016 Omnibus Incentive Plan. |
| 10.10 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Officers) under 2016 Omnibus Incentive Plan. |
| 10.11 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Non-Employee Director) under 2016 Omnibus Incentive Plan. |
| 10.12 (10) | Lease Agreement, dated April 3, 2017, by and between HealthStream, Inc. and Capitol View Joint Venture. |
| 10.13 (11) | First Amendment to Revolving Credit Agreement, dated November 13, 2017, by and between HealthStream, Inc. and SunTrust Bank. |
| 10.14 (12) | Second Amendment to Revolving Credit Agreement, dated as of December 31, 2018, by and between HealthStream, Inc. and SunTrust Bank. |
| 10.15 (13) | Third Amendment to Revolving Credit Agreement, dated as of October 28, 2020, by and between HealthStream, Inc. and SunTrust Bank. |
| 10.16 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Performance) under 2016 Omnibus Incentive Plan between HealthStream, Inc. and J. Edward Pearson |
| 10.17 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Performance) under 2016 Omnibus Incentive Plan between HealthStream, Inc. and Michael Sousa |
| 10.18 | Form of HealthStream, Inc. Non-Qualified Stock Option Agreement under 2016 Omnibus Incentive Plan. |
| 10.19 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Performance) under 2016 Omnibus Incentive Plan |
| 10.20 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Performance) which were contingent upon approval of 2022 Omnibus Incentive Plan |
| 10.21 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Time Based) which were contingent upon approval of 2022 Omnibus Incentive Plan |
| 10.22 | HealthStream, Inc. 2022 Omnibus Incentive Plan |
| 10.23 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Non-Employee Director) under 2022 Omnibus Incentive Plan. |
| 10.24 | Form of HealthStream, Inc. Restricted Share Unit Agreement (Performance) under 2022 Omnibus Incentive Plan |
| 10.25 (20) | Amended and Restated Credit Agreement, dated October 6, 2023, by and among the several banks and other financial institutions and lenders from time to time party thereto and Truist Bank, as administrative agent |
| 21.1 | Subsidiaries of HealthStream, Inc. |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| 31.1 | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97 | HealthStream, Inc. Amended and Restated Compensation Recoupment Policy |
| 101.1 INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.1 SCH | Inline XBRL Taxonomy Extension Schema |
| 101.1 CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.1 DEF | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.1 LAB | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.1 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101.1) |
| * | Incorporated by reference to Registrant’s Registration Statement on Form S-1, as amended (Reg. No. 333-88939). |
| Management contract or compensatory plan or arrangement | |
| (1) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated November 30, 2020. |
| (2) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated October 23, 2023. |
| (3) | Incorporated by reference from exhibit filed on our Annual Report on Form 10-K, for the year ended December 31, 2019, filed with the SEC on February 26, 2020. |
| (4) | Incorporated by reference from exhibit filed on our Annual Report on Form 10-K, for the year ended December 31, 2021, filed with the SEC on February 28, 2022. |
| (5) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 25, 2005. |
| (6) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated November 25, 2014. |
| (7) | Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2023, filed with the SEC on April 27, 2023. |
| (8) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated May 31, 2016. |
| (9) | Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2017, filed with the SEC on May 1, 2017. |
| (10) | Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2017, filed with the SEC on July 31, 2017. |
| (11) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated November 14, 2017. |
| (12) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated January 2, 2019. |
| (13) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated October 28, 2020. |
| (14) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated May 16, 2018. |
| (15) | Incorporated by reference from exhibit filed on our Annual Report on Form 10-K, for the year ended December 31, 2020, filed with the SEC on February 26, 2021. |
| (16) | Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2022, filed with the SEC on April 28, 2022. |
| (17) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated May 31, 2022. |
| (18) | Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2023, filed with the SEC on July 27, 2023. |
| (19) | Incorporated by reference from exhibit filed on our Annual Report on Form 10-K, for the year ended December 31, 2022, filed with the SEC on February 28, 2023. |
| (20) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated October 6, 2023. |
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