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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): July 31, 2014
Health Insurance Innovations, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-35811
46-1282634
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
15438 N. Florida Avenue, Suite 201
Tampa, Florida
33613
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (877) 376-5831
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:

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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 31, 2014, the Board of Directors of Health Insurance Innovations, Inc. (the “Company”) appointed Dirk A. Montgomery as
Executive Vice President and Chief Financial Officer of the Company effective as of September 2, 2014. On July 31, 2014, James Dietz
resigned as the Company’s Executive Vice President and Chief Financial Officer, and Michael Hershberger, the Company’s current Senior
Vice President of Finance and Business Development, was appointed to serve as interim Chief Financial Officer until Mr. Montgomery begins
on September 2, 2014. Mr. Hershberger previously served as the Company’s Chief Financial Officer from February 2013 through November
2013.
Mr. Montgomery, age 51, has over 20 years’ experience in consumer-based businesses as a financial and operational executive, with
multiple roles as a public company CFO. Most recently, from January 2013 through July 2014, he was the Chief Financial Officer and an
Executive Vice President of Ascena Retail Group, Inc. (NASDAQ: ASNA), a leading national specialty retailer of apparel for women whose
portfolio includes the Justice, Lane Bryant, Cacique, maurices, dressbarn, and Catherines brands. Prior to his position at Ascena, from 2006
through January, 2013, Mr. Montgomery served as the Chief Financial Officer and Chief Value Chain Officer of Bloomin’ Brands, Inc.
(NASDAQ:BLMN), one of the world’s largest casual dining companies whose restaurant concepts include Outback Steakhouse.
Mr. Montgomery holds an undergraduate degree in Accountancy from Miami University of Ohio, a CPA from the State of Ohio, and an MBA
from the University of Chicago.
There was no arrangement or understanding pursuant to which Mr. Montgomery was selected as an officer of the Company. There are no
family relationships between Mr. Montgomery and any director or executive officer of the Company, or any person chosen by the Company to
become a director or executive officer. There are no related party transactions of the kind described in Item 404(a) of Regulation S-K in which
Mr. Montgomery was or is a participant.
The Company and Mr. Montgomery have not entered into an employment agreement related to Mr. Montgomery’s appointment as the
Company’s Executive Vice President and Chief Financial Officer, although it is anticipated that they will enter into an employment agreement
prior to September 2, 2014. It is currently anticipated that Mr. Montgomery will have an initial base salary of $425,000 per year, and
Mr. Montgomery will be entitled to participate in the Health Insurance Innovations, Inc. Long-Term Incentive Plan.
Mr. Hershberger, age 51, has served as our Senior Vice President of Finance and Business Development since November 2013, and he
served as the Company’s Chief Financial Officer from 2011 through November 2013. Mr. Hershberger served as senior manager at Baker
Tilly, a full service accounting and advisory firm, from 2005 to 2011, where he was responsible for managing housing research from 2009 until
joining us in 2011. Mr. Hershberger holds a bachelor of science degree in accounting from Augustana College and earned his masters of
science degree in urban land economics/finance from the University of Wisconsin Graduate School of Business. He is a Certified Public
Accountant in the State of Illinois. No changes have been made to Mr. Hershberger’s current employment agreement with the Company or his
compensation by the Company as a result of his appointment as interim Chief Financial Officer.
In connection with his departure from the Company, Mr. Dietz will be paid severance compensation in the amount of six months of his
base salary, or $137,500, upon his delivery of a general release in favor of the Company. Additionally, the Company has agreed to immediately
vest the 35,000 stock appreciation rights held by Mr. Dietz.
Item 7.01. Regulation FD Disclosure.
On August 5, 2014, the Company issued a press release announcing the appointment of Dirk A. Montgomery as the Chief Financial
Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s
filings under the Securities Act of 1933, as amended or the Exchange Act, except to the extent, if any, expressly set forth by specific reference
in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
99.1
Description
Press release of Health Insurance Innovations, Inc. dated August 5, 2014.
3
SIGNATURES
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.
HEALTH INSURANCE INNOVATIONS, INC.
By: /s/ Michael A Petrizzo, Jr.
Name: Michael A. Petrizzo, Jr.
Title:
Executive Vice President, General
Counsel, and Secretary
Date: August 5, 2014
EXHIBIT INDEX
Exhibit Number
99.1
Description
Press release of Health Insurance Innovations, Inc. dated August 5, 2014
Exhibit 99.1
Health Insurance Innovations, Inc. Welcomes Dirk Montgomery as its New Chief Financial Officer
TAMPA, Fla., August 5, 2014 (GLOBE NEWSWIRE) – Health Insurance Innovations, Inc. (“HII”) (NASDAQ:HIIQ), today announced the
appointment of Dirk Montgomery as Executive Vice President and Chief Financial Officer, effective September 2, 2014. Mr. Montgomery
replaces James Dietz, who is departing HII to pursue other opportunities. Michael Hershberger, Senior Vice President of Finance and Business
Development, has been appointed to serve as interim CFO until Mr. Montgomery begins on September 2.
“I want to thank Jim Dietz for his many contributions and sound guidance during his tenure here at HII and welcome Dirk Montgomery as our
new CFO. Dirk has a truly impressive track record in capital markets, mergers and acquisitions and overall financial management. In addition
to being a proven CFO with publicly-traded companies, he also has experience in fast-paced, consumer direct market-expansion environments
such as ours. Dirk’s consumer direct technology background will fit with our growth strategy, particularly with our recent acquisition of the
powerful online consumer platform, HealthPocket, Inc. His skills will be invaluable as we focus on accelerating growth, optimizing our capital
structure and building our relationships with the investment community,” said Mike Kosloske, CEO of Health Insurance Innovations.
Dirk Montgomery commented, “I’m very excited to join the talented team of innovators at HII and a company with significant growth
potential. I look forward to working with Mike Kosloske to expand HII’s visibility in the financial marketplace and to working with the
recently acquired HealthPocket team to drive accelerated value and growth.”
Mr. Montgomery has over 20 years’ experience in the food and retail industries as a financial and operational executive, with multiple roles as
a public company CFO. Most recently, he was the Chief Financial Officer and an Executive Vice President of Ascena Retail Group, Inc.
(NASDAQ: ASNA), a $4.8 billion women’s apparel retail portfolio including the Justice, Lane Bryant, Cacique, maurices, dressbarn and
Catherines brands. Prior to his position at Ascena, Mr. Montgomery served as the Chief Financial Officer and Chief Value Chain Officer
(responsible for technology and productivity) of Tampa-based Bloomin’ Brands, Inc. from 2006 through early 2013. In his roles at Bloomin’
Brands, Dirk played a key role in several capital markets and M&A transactions including the leveraged buyout of the company, debt
restructuring and an initial public offering. Dirk has an undergraduate degree in Accountancy from Miami University of Ohio, a CPA from the
State of Ohio, and an MBA from the University of Chicago.
About Health Insurance Innovations, Inc.
Health Insurance Innovations, Inc. (HII) develops affordable, high-quality health insurance products through partnerships with best-in-class
insurance carriers, distributed through licensed insurance agents as plan configurations customized for the individual consumer. These
transactions take place via the industry’s first virtual administrator, an entirely cloud-based proprietary process —Quote-Buy-Print— providing
proof-of-coverage to insured in minutes rather than weeks. HII is a data-driven digital business informed by its consumer division. HII’s
consumer division includes HealthPocket.com’s Research &
Data business, the largest repository (of any kind) of health insurance information and HealthPocket.com, the only online resource that offers
consumers one-click access to unbiased rankings of all available health-insurance plans.
Additional information about HII can be found at www.hiiquote.com . The reference to our website is not intended to incorporate our website
into this press release.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements other than historical fact, and may include statements relating to goals, plans and projections
regarding new markets, products, services, growth strategies, anticipated trends in our business and anticipated changes and developments in
the United States health insurance system and laws. Forward-looking statements are based on the Company’s current assumptions, expectations
and belief are generally identifiable by use of words “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue,” or similar expressions and involve significant risks and uncertainties that could cause actual
results, developments and business decisions to differ materially from those contemplated by these statements. These risks and uncertainties
include, among other things, our ability to maintain relationships and develop new relationships with health insurance carriers and distributors,
our ability to retain our members, the demand for our products, the amount of commissions paid to us or changes in health insurance plan
pricing practices, our ability to integrate our acquisitions (including our July 2014 acquisition of HealthPocket, Inc.), competition, changes and
developments in the United States health insurance system and laws, and HII’s ability to adapt to them, the ability to maintain and enhance our
name recognition, difficulties arising from acquisitions or other strategic transactions, and our ability to build the necessary infrastructure and
processes to maintain effective controls over financial reporting. These and other risk factors that could cause actual results to differ materially
from those expressed or implied in our forward-looking statements are discussed in HII’s Annual Report on Form 10-K for the year ended
December 31, 2013 and subsequent Quarterly Reports on Form 10-Q, all as filed with the Securities and Exchange Commission as well as
other documents that may be filed by HII from time to time with the Securities and Exchange Commission. Any forward-looking statement
made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. You
should not rely on any forward-looking statement as representing our views in the future. We undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise.
CONTACT:
Health Insurance Innovations, Inc.:
Mike Hershberger
Interim Chief Financial Officer
(877) 376 5831 ext.313
[email protected]
Investor Contact:
Susan Noonan
S.A. Noonan Communications, LLC
(212) 966 3650
[email protected]
Media Contact:
Emily Hendricks
Zeno Group
646-263-4921 (mobile)