hstm-def14a_20210520.htm

DEF 14A 1 hstm-def14a_20210520.htm DEF 14A hstm-def14a_20210520.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]	Preliminary Proxy Statement

[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]	Definitive Proxy Statement

[ ]	Definitive Additional Materials

[ ]	Soliciting Material under Rule 14a-12

HEALTHSTREAM, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.

[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

[ ]	Fee paid previously with preliminary materials:

[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

HEALTHSTREAM, INC.

500 11^THAvenue North, Suite 1000

Nashville, Tennessee 37203

(615) 301-3100

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 20, 2021

Dear Shareholder:

On Thursday, May 20, 2021, HealthStream, Inc. will hold its 2021 Annual Meeting of Shareholders. Due to public health concerns regarding the coronavirus pandemic and to assist in protecting the health and well-being of our shareholders and employees, the meeting will be held virtually via the Internet, with no physical in-person meeting. Shareholders of record and holders of shares in “street name,” in each case as of March 29, 2021, will be able to listen, vote and submit questions, regardless of location, via the Internet by following the procedures set forth below in this proxy statement below under “How Do I Attend the Annual Meeting?”. The meeting webcast will begin at 2:00 p.m., Central Daylight Time on May 20, 2021 and we encourage you to access the meeting prior to the start time.

At this meeting, we will consider the following proposals:

to elect the two (2) persons nominated by the Board of Directors identified in this proxy statement as Class III directors to hold office for a term of three (3) years and until their respective successors have been duly elected and qualified;

to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;

to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s proxy statement that accompanies this notice; and

to transact such other business as may properly come before the meeting.

In reliance on SEC rules which allow issuers to make proxy materials available to shareholders on the Internet, we are mailing our shareholders a notice instead of paper copies of our proxy statement and our annual report. The notice contains instructions on how to access those documents on the Internet. The notice also contains instructions on how shareholders can receive a paper copy of our proxy materials, including the proxy statement, our 2020 annual report, and a form of proxy card.

Whether or not you plan to attend the virtual meeting, we request that you vote as soon as possible.

By the Order of the Board of Directors,



Nashville, Tennessee		Robert A. Frist, Jr.
April 6, 2021		Chief Executive Officer and Chairman of the Board

PROXY STATEMENT

TABLE OF CONTENTS

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors9

Board Meetings and Committees12

Executive Sessions14

Independent Directors14

Skills Assessment and Board Evaluation Process15

Leadership Structure15

Lead Independent Director15

Risk Oversight16

Nominating Committee Process and Board Diversity17

Limitations on Other Board Service17

Communication with the Board18

Certain Relationships and Related Transactions18

Compensation Committee Interlocks19

Code of Conduct20

Code of Ethics for Executive Officers and Directors20

Succession Planning20

Director Orientation20

Strategic Planning20

Recoupment Policy20

Anti-Hedging Policy21

Director Compensation21

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis25

Grants of Plan-Based Awards – Fiscal Year 202037

Outstanding Equity Awards at 2020 Fiscal Year End38

Equity Compensation Plan Information39

Potential Payments Upon Termination or Change-in-Control40

CEO Pay Ratio42

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AUDIT COMMITTEE REPORT FOR 2020

PROPOSAL ONE - ELECTION OF DIRECTORS

PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL THREE - ADVISORY VOTE ON EXECUTIVE COMPENSATION

NON-GAAP FINANCIAL MEASURE INFORMATION AND Reconciliation

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 20, 2021: The Company’s Proxy Statement, Proxy Card, and 2020 Annual Report to Shareholders are available to registered and beneficial shareholders at http://www.edocumentview.com/HSTM. This notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information. We encourage all shareholders to access and review the proxy materials before voting.

These materials were made available to shareholders on April 9, 2021.

What is the Purpose of the Annual Meeting?

At HealthStream’s Annual Meeting, shareholders will act upon (i) the election of two (2) persons nominated by the Board of Directors (the “Board”) and identified in this proxy statement as Class III directors, (ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers under applicable SEC rules (the “Named Executive Officers”) as described in this proxy statement, and (iv) any other matters that may properly come before the meeting. The Annual Meeting will be held on May 20, 2021 and will begin at 2:00 p.m., Central Daylight Time.

What are the Board’s Recommendations?

Our Board recommends that you vote:

•

FOR the election of each of the nominees set forth in this proxy statement to serve as Class III directors on our Board;

•

FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm; and

•

FOR the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers as described in this proxy statement.

What Happens if I Do Not Give Specific Voting Instructions?

Shareholders of Record. If you are a shareholder of record (that is, if you hold your shares in your own name with our transfer agent) and you:

•

Indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or

•

Sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares