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TMCNet:  Healthways Obtains Notice of Intent to Nominate Directors [Professional Services Close - Up]

[March 05, 2014]

Healthways Obtains Notice of Intent to Nominate Directors [Professional Services Close - Up]

(Professional Services Close - Up Via Acquire Media NewsEdge) Healthways, on February 28, said that it received notice from North Tide Capital that it plans to nominate four candidates for the Company's Board of Directors at the Company's 2014 annual meeting of stockholders.

John W. Ballantine, Chairman of the Healthways Board, stated, "We remain confident that this Board has developed the best strategy to move the Company forward and continue to build a leadership position in our field. The execution of this well-defined strategy led by our Chief Executive Officer, Ben Leedle, and the current management team is the best path for creating long-term value for our stockholders. This team has successfully transformed Healthways from a disease management company to a highly regarded leader in population health management services, while navigating the economic downturn and significant shifts within the healthcare industry generally and in our sector specifically. We just reported one of the most successful years of business development in the Company's history, and we are confident that Healthways is on track to grow in all of its current customer markets in 2014.

"We believe our Board consists of highly-qualified, experienced, independent directors who are committed to building stockholder value and positioning Healthways for growth and success in the rapidly evolving healthcare landscape.

"We are disappointed by North Tide's apparent determination to proceed with a disruptive and costly proxy contest at the expense of all of Healthways' stockholders. In an effort to avoid this and preserve the Company's business momentum, which we believe would be in the best interests of all stockholders, we reached out to North Tide with a good faith settlement proposal.

"This proposal would have created a five-person slate, including two qualified independent candidates to be nominated by North Tide, subject to confirmation through the ordinary review process of our Nominating and Corporate Governance Committee of the nominees' independence and lack of affiliations with North Tide. Two nominees would be selected by the Board from its existing Class II directors to stand for reelection, and the Board would identify a fifth qualified, independent director, who would be reviewed with North Tide prior to his or her nomination. Together, these directors would serve on an expanded 12-member Board. In addition, the Board would create a strategic review committee for the purpose of assisting management and the Board in reviewing and refining Healthways' long- term strategy. A North Tide representative would serve on this new committee and each of the other standing committees of Healthways' Board. Our offer contemplated customary standstill and voting commitments from North Tide through the 2014 annual meeting but expiring prior to the nomination deadline for Healthways' 2015 annual meeting." Ballantine concluded, "We believe our proposal is a constructive attempt to avoid a proxy contest. We regret that North Tide rejected this proposal and has instead chosen to pursue its own agenda." Healthways is an independent global provider of well-being improvement solutions.

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