onem-20210603
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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): June 3, 2021
__________________________  
1LIFE HEALTHCARE, INC.
(Exact name of Registrant as Specified in Its Charter)
__________________________ 
 
 
Delaware001-3920376-0707204
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
One Embarcadero Center, Suite 1900
San Francisco, CA 94111
(415) 814-0927
(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 Instructions A.2. below):
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(s)
 Name of each exchange
on which registered
Common Stock, $0.001 par value ONEM The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 3, 2021, the Board of Directors, or the Board, of 1Life Healthcare, Inc., upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Scott C. Taylor to fill a vacant Board seat and to serve as a Class I director, with an initial term expiring at our 2024 annual meeting of stockholders. Mr. Taylor was also appointed to serve as a member of the Audit and Compliance Committee of the Board.

From 2007 to 2020, Mr. Taylor served as Executive Vice President, General Counsel and Corporate Secretary of Symantec Corporation (now NortonLifeLock, Inc.), a cybersecurity software and services company. Prior to Symantec, Mr. Taylor was Chief Administrative Officer, Senior Vice President and General Counsel of Phoenix Technologies Ltd., a system software company, from 2002 to 2007. Mr. Taylor currently serves as a director of J2 Global Inc., a Web-based communications and cloud services company, Piper Sandler Companies, an investment bank and institutional securities firm, and Western Technology Investment, a venture-debt firm. Previously, Mr. Taylor served as a director of DigiCert Inc., VirnetX, Inc. and VeriSign Japan K.K. Mr. Taylor holds a juris doctorate from George Washington University, and a bachelor’s degree in International Relations from Stanford University. We believe Mr. Taylor is qualified to serve on our board of directors because of his public company management and board experience.

There are no arrangements or understandings between Mr. Taylor and any other persons pursuant to which he was selected as a director of the Company. There is no transaction involving Mr. Taylor that requires disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Taylor is independent under our Corporate Governance Guidelines, applicable Securities and Exchange Commission requirements, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Nasdaq listing standards, including Listing Rule 5605(c)(2).

Mr. Taylor will participate in our Non-Employee Director Compensation Policy, or the Policy, which is described in our Definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 21, 2021. Under the Policy, Mr. Taylor will receive (1) an annual retainer of $50,000 for his service on the Board, with payment pro-rated to his start date of June 3, 2021, (ii) an initial restricted stock unit grant having a value of $247,500, which will vest annually over three years, commencing on June 3, 2021, subject to Mr. Taylor’s continuous service as a member of the Board, and (iii) an additional restricted stock unit grant on the date of each future annual meeting of our stockholders having a value of $165,000, which will vest on the earlier of the date of the following annual meeting of stockholders or the one-year anniversary of the grant date, subject to Mr. Taylor’s continuous service as a member of the Board.

We will also enter into our standard form of indemnification agreement with Mr. Taylor.

Item 7.01. Regulation FD Disclosure

On June 8, 2021, we issued a press release announcing Mr. Taylor’s appointment as a director of One Medical. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by One Medical, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No. Description
99.1 
104Cover Page Interactive Data File (formatted as Inline XBRL)




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.
 
 1LIFE HEALTHCARE, INC.
    
 By: /s/ Bjorn Thaler
Dated: June 8, 2021  Bjorn Thaler
   Chief Financial Officer


Document

Exhibit 99.1

One Medical Appoints Scott C. Taylor to Board of Directors

San Francisco, June 8, 2021 -- One Medical (NASDAQ: ONEM), a leading national technology-powered primary care organization, today announced the appointment of Scott C. Taylor to its board of directors. As the former Executive Vice President, General Counsel and Corporate Secretary of Symantec Corporation (now called NortonLifeLock), Mr. Taylor has deep expertise in corporate compliance and governance as well as acumen in government affairs, public policy, corporate responsibility, and philanthropy and ethics. He is a seasoned executive with decades of experience as a leader in numerous industries across various stages of business growth.

"We are so pleased to welcome Scott C. Taylor to the board," said Amir Dan Rubin, Chair & CEO of One Medical. “Scott brings a distinguished career background with leading technology-driven organizations, and significant executive leadership experience having served as General Counsel for a public company. Scott also brings significant board experience, including with public companies.

“I am delighted to join One Medical’s board and help advance the organization’s compelling mission to transform healthcare,” said Taylor. “This is such an exciting time at the company, and I’m looking forward to contributing as a board member.”

From 2007 to 2020, Mr. Taylor served as Executive Vice President, General Counsel and Corporate Secretary of Symantec Corporation (now NortonLifeLock, Inc.), a cybersecurity software and services company. Prior to Symantec, Mr. Taylor was Chief Administrative Officer, Senior Vice President and General Counsel of Phoenix Technologies Ltd., a system software company, from 2002 to 2007. Mr. Taylor currently serves as a director of J2 Global Inc., a Web-based communications and cloud services company, Piper Sandler Companies, an investment bank and institutional securities firm, and Western Technology Investment, a venture-debt firm. Previously, Mr. Taylor served as a director of DigiCert Inc., VirnetX, Inc. and VeriSign Japan K.K. Mr. Taylor holds a juris doctorate from George Washington University, and a bachelor’s degree in International Relations from Stanford University. We believe Mr. Taylor is qualified to serve on our board of directors because of his public company management and board experience.

About One Medical
One Medical is a membership-based and technology-powered primary care platform with seamless digital health and inviting in-office care, convenient to where people work, shop, live, and click. Our vision is to delight millions of members with better health and better care while reducing costs. Our mission is to transform health care for all through our human-centered, technology-powered model. Headquartered in San Francisco, 1Life Healthcare, Inc. is the administrative and managerial services company for the affiliated One Medical physician-owned professional corporations that deliver medical services in-office and virtually. 1Life and the One Medical entities do business under the “One Medical” brand.

Investor Contact:
Rose Salzwedel, One Medical
Director of Investor Relations
investor@onemedical.com
206-331-2211

Media Contact:
Kristina Skinner, One Medical
Senior Director of External Communications
press@onemedical.com
650-743-5187