false 0000704415 0000704415 2020-09-01 2020-09-01




Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  September 1, 2020 (September 1, 2020)




(Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)



File Number)


(IRS Employer

Identification No.)


701 Cool Springs Boulevard

Franklin, Tennessee




(Address of principal executive offices)


(Zip Code)


(800) 869-5311

(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:


Written communications 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


Name of each exchange on which registered

Common Stock - $.001 par value




The Nasdaq Stock Market LLC


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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 1, 2020, Daniel Tully, a member of the Board of Directors (the “Board”) of Tivity Health, Inc. (the “Company”), resigned from his position as a member of the Board, as well as his position as a member of the Board committees on which he previously served, in each case, effective September 1, 2020.  Mr. Tully’s resignation was not due to any disagreement with the Company, the Board or management of the Company regarding any matter related to the Company’s operations, policies, practices or otherwise.

Item 7.01.  Regulation FD Disclosure.

On September 1, 2020, the Company issued a press release announcing Mr. Tully’s resignation from the Board. The text of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.



Exhibit 99.1


Press Release issued by the Company, dated September 1, 2020

Exhibit 104


Cover Page Interactive Date File (embedded within the Inline XBRL document)




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.









/s/ Adam Holland




Name: Adam Holland




Title: Chief Financial Officer


Date:  September 1, 2020