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): ~~June~~August 91, 2023

Tabula Rasa HealthCare, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37888

46-5726437

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

228 Strawbridge Drive, Suite 100

Moorestown, New Jersey 08057

(Address of Principal Executive Offices, and Zip Code)

(866) 648-2767

Registrant’s Telephone Number, Including Area Code

Not Applicable

(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):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	TRHC	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On August 1, 2023, ~~Annual~~the ~~Meeting~~Board of ~~Stockholders~~ Directors (the “~~Annual Meeting~~Board”) of Tabula Rasa HealthCare, Inc., ~~a Delaware corporation~~ (the “Company”), and the Nominating and Corporate Governance ~~was~~Committee ~~held~~of onthe ~~June 9~~Board appointed Michael Bruno, ~~2023~~the atCompany’s ~~10:00~~Vice APresident and Corporate Controller, as the Chief Accounting Officer of the Company.~~M. Eastern~~ ~~Time~~The ~~via~~appointment ~~remote~~was ~~communication~~effective immediately.

~~Set~~Mr. Bruno, ~~forth~~35, ~~below~~has ~~are~~been the ~~final~~Company’s ~~voting~~Vice ~~results~~President ~~for~~and ~~each~~Corporate ofController since June 2022 and, prior thereto, served as the ~~matters~~Company’s ~~submitted~~Assistant Controller since December 2018. Prior to joining the Company, Mr. Bruno served in a ~~vote~~variety of ~~the~~roles ~~stockholders~~with Citrin Cooperman & Company, LLP (“Citrin”), with increasing levels of responsibility including Manager from July 2015 through June 2017 and Director from July 2017 through December 2018. Prior to joining Citrin, Mr. Bruno had multiple roles at ~~the~~KPMG ~~Annual~~US ~~Meeting~~LLP from October 2010 through August 2013. Mr. Bruno holds a Bachelor of Science degree in Accounting from La Salle University and a Masters of Business Administration in Accounting from La Salle University. He is a Certified Public Accountant.

~~Item 1.~~There ~~All~~are ~~six~~no ~~(6) director~~arrangements ~~nominees,~~or ~~Mr. Brian~~understandings ~~W. Adams, Ms. Kathrine O’Brien, and Mr. Michael Purcell,~~between ~~(the “Class I Nominees”) and~~ Mr. ~~Ronald~~Bruno ~~Mitchell, Mr. Derek C. Schrier,~~ and ~~Mr. Jonathan~~any D.other ~~Schwartz~~person ~~(the “Class III~~pursuant ~~Nominees”), were elected~~ to ~~serve~~which onhe ~~the~~was ~~Company’s~~appointed ~~Board~~as ~~of Directors. Because~~ the ~~proposal~~Chief toAccounting ~~amend the~~Officer ~~Company’s Certificate~~ of ~~Incorporation to declassify~~ the ~~Board~~Company. ofMr. Bruno has ~~Directors~~no ~~was~~familial ~~not~~relationships ~~approved,~~with asany ~~discussed~~executive ~~further~~officer ~~under~~or ~~“Item 4” below, the~~ director ~~nominees’~~of ~~terms shall last until (i)~~ the Company’s ~~2025~~and ~~annual~~there ~~meeting~~have ofbeen ~~stockholders~~no ~~for the~~transactions ~~Class III~~in ~~Nominees,~~which ~~and (ii)~~ the Company’s has ~~2026~~participated ~~annual~~and ~~meeting~~in ofwhich ~~stockholders~~Mr. Bruno ~~for~~had ~~the~~a ~~Class I~~direct ~~Nominees,~~ or ~~until their~~indirect ~~successors~~material ~~are~~interest ~~duly~~that ~~elected~~would ~~and~~be ~~qualified,~~required ~~based~~to onbe ~~the~~disclosed ~~following~~under ~~votes:~~Item 404(a) of Regulation S-K.

Director Nominee	For		Withhold		Broker Non-Votes
Brian W. Adams		16,250,038		347,385		2,765,824
Kathrine O’Brien		15,496,475		1,100,948		2,765,824
Michael Purcell		15,765,816		831,607		2,765,824
Ronald Mitchell		16,034,300		563,123		2,765,824
Derek C. Schrier		16,043,943		553,480		2,765,824
Jonathan D. Schwartz		16,023,994		573,429		2,765,824

SIGNATURES

~~Item 2.~~Pursuant ~~The~~to ~~2022~~the ~~compensation~~requirements of the ~~Company’s~~Securities ~~named~~Exchange ~~executive~~Act ~~officers~~of 1934, as ~~Mr. Brian~~amended, W.the ~~Adams,~~registrant ~~Mr. Thomas~~has ~~Cancro, and~~duly ~~Mr. Michael~~caused ~~Greenhalgh,~~this ~~was~~report ~~approved~~to onbe ansigned ~~advisory~~on ~~basis,~~its ~~based~~behalf onby the ~~following~~undersigned ~~votes:~~hereunto duly authorized.

For				Against				Abstain				Broker Non-Votes
	15,984,400				595,775				17,248				2,765,824

Item 3. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved, based on the following votes:

For				Against				Abstain				Broker Non-Votes
	19,297,117				33,980				32,150				0

Item 4. The proposal to amend the Company’s Certificate of Incorporation to declassify the Board of Directors was not approved, based on the following votes:

For				Against				Abstain				Broker Non-Votes
	16,426,770				154,779				15,874				2,765,824

Item 5. The proposal to amend the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law was not approved, based on the following votes:

For				Against				Abstain				Broker Non-Votes
	16,371,351				212,408				13,664				2,765,824

Item 6. The proposal to amend the Company’s Certificate of Incorporation to add a federal forum selection provision was not approved, based on the following votes:

For				Against				Abstain				Broker Non-Votes
	16,429,603				149,715				18,105				2,765,824

SIGNATURE

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.

	TABULA RASA HEALTHCARE, INC.

	By:	/s/ Brian W. Adams
		Brian W. Adams
		President and Chief Executive Officer

Dated: ~~June~~August 144, 2023

Filing Compare · Tabula Rasa HealthCare, Inc.