Healthways Reaches Agreement With North Tide; To Form Strategic Review Committee

(RTTNews) - Healthways (HWAY) announced it has reached an agreement with North Tide Capital, LLC, the company's second largest stockholder. Pursuant to the agreement, the company will amend its proxy statement in connection with the Annual Meeting of Stockholders to nominate three directors selected by North Tide, Bradley Karro, Paul Keckley and Conan Laughlin, along with current director Kevin Wills, for election to its Board.

Current directors John Ballantine, Daniel Englander and Warren Neel will step down at the Annual Meeting. Healthways Board will name an existing Healthways director who will serve as Chairman.

North Tide has agreed to withdraw its slate of director nominees and vote the shares that it controls in support of the combined slate of director nominees, and on all other proposals to be presented at the Annual Meeting. The Board of Healthways will form a Strategic Review Committee for the purpose of reviewing, evaluating and making recommendations to the Board regarding the company's business strategies. The Committee will be comprised of four members, two of whom will be new directors, including Bradley Karro, who will serve as chair of the committee.