15 unchanged sentences
Its report appears in Part II, Item 8 of this Annual Report on Form 10-K.
−Removed: Remediation of Previously Reported Material Weakness
−Removed: As previously reported, the WageWorks subsidiary had material weaknesses related to process level and monitoring controls in the areas of the contract-to-cash process and information technology general controls (ITGCs).
−Removed: During the fiscal year ended January 31, 2023, the Company completed the following remedial actions designed to address the previously identified material weakness in the contract-to-cash process:
−Removed: • incorporated certain WageWorks processes into the Company’s process-level controls, including implementing complex and/or non-standard billing arrangements;
−Removed: • executed its plan to consolidate service platforms related to the contract-to-cash cycle, which reduced a significant number of manual business process controls;
−Removed: • completed its redesign of existing controls, where applicable, and implemented additional controls to further strengthen the control environment;
−Removed: • formalized the assessment of the relevancy of information and data used in key controls, including the design or augmentation of controls to incorporate the review of the accuracy and completeness of such items;
−Removed: • monitored the operating effectiveness of the existing entity-level controls.
−Removed: During the fiscal year ended January 31, 2023, the Company completed the following remedial actions designed to address the previously identified material weakness in ITGCs:
−Removed: • executed its plan to consolidate service platforms related to the contract-to-cash cycle, which reduced the number of ITGCs in the areas of logical access and change management;
−Removed: • completed its redesign of existing controls, where applicable, and implemented additional controls to further strengthen the control environment;
−Removed: • implemented enhancements to monitor design and operating effectiveness of controls related to logical access and change management for relevant applications and systems;
−Removed: • implemented recurring training of control owners on the appropriate evidence and documentation for IT dependencies and logical access controls;
−Removed: • monitored the operating effectiveness of the process-level and redesigned controls.
−Removed: Management evaluated the design and operating effectiveness of the process level controls associated with the remediation activities above.
−Removed: Management has concluded that, as of January 31, 2023, such controls are operating effectively and the previously reported material weaknesses in the contract-to-cash process and ITGCs have been remediated.
Changes in Internal Control Over Financial Reporting
1 unchanged sentence
Other information
+Added: Rule 10b5-1 plan elections
+Added: On September 22, 2023 , Delano Ladd , our Executive Vice President, General Counsel and Secretary , entered into a Rule 10b5-1 trading arrangement (the “Ladd Arrangement”).
+Added: The Ladd Arrangement provides for the sale, between December 22, 2023 and August 30, 2024, of up to 7,643 aggregate shares of the Company’s common stock held directly by Mr.
+Added: The Ladd Arrangement was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
+Added: On December 08, 2023 , Stephen Neeleman , our Founder and Vice Chairman , entered into a Rule 10b5-1 trading arrangement (the “Neeleman Arrangement”).
+Added: The Neeleman Arrangement provides for the sale, between December 8, 2023 and July 31, 2024, of up to 70,000 aggregate shares of the Company’s common stock held directly by Dr.
+Added: The Neeleman Arrangement was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
Disclosure regarding foreign jurisdictions that prevent inspections
30 unchanged sentences
Exhibit Filing Date
+Added: 2.1 Custodial Transfer and Asset Purchase Agreement, dated as of September 18, 2023, by and between Conduent Business Services, LLC, and HealthEquity, Inc.**
+Added: 8-K 001-36568 2.1 September 19, 2023
3.1 Amended and Restated Certificate of Incorporation of the Company
26 unchanged sentences
10.7† HealthEquity, Inc.
−Removed: and WageWorks, Inc.
−Removed: 2010 Equity Incentive Plan (Amended and Restated in August 2019)
−Removed: 8-K 001-36568 10.2 August 30, 2019
−Removed: 10.8† Forms of Stock Option Agreements under the HealthEquity, Inc.
−Removed: and WageWorks, Inc.
−Removed: Amended and Restated 2010 Equity Incentive Plan
−Removed: S-1 333-173709 10.3 July 19, 2011
−Removed: 10.9† HealthEquity, Inc.
Section 409A Specified Employee Policy.
10 unchanged sentences
8-K 001-36568 10.1 April 1, 2021
−Removed: 10.14† Employment Agreement, dated May 15, 2018, by and between the Company and Edward R.
−Removed: 10-Q 001-36568 10.1 September 6, 2018
+Added: 10.12† Letter Agreement, dated June 30, 2023, between Tyson Murdock and the Company
+Added: 8-K 001-36568 10.1 July 3, 2023
10.13† Employment Agreement, dated November 9, 2018, by and between the Company and Larry Trittschuh
3 unchanged sentences
10-K 001-36568 10.18 March 31, 2022
−Removed: Incorporated by reference
−Removed: Description Form File No.
−Removed: Exhibit Filing Date
10.15† Amendment No.
2 to Employment Agreement, dated December 31, 2022, by and between the Company and Larry Trittschuh
+Added: 10-K 001-36568 10.17 March 30, 2023
10.16† Employment Agreement, dated January 19, 2022, by and between the Company and Elimelech Rosner
+Added: 10-K 001-36568 10.18 March 30, 2023
+Added: 10.17† Employment Agreement, dated June 13, 2023, between James M.
+Added: Lucania and the Company
+Added: 8-K 001-36568 10.1 June 14, 2023
10.18 Lease Agreement, dated May 15, 2015, by and between the Registrant and BG Scenic Point Office 2, L.C.
10-Q 001-36568 10.1 June 11, 2015
+Added: Incorporated by reference
+Added: Description Form File No.
+Added: Exhibit Filing Date
10.19 Amended and Restated Lease Agreement, dated May 15, 2015, by and between the Registrant and BG Scenic Point Office 1, L.C.
18 unchanged sentences
8-K 001-36568 10.1 October 12, 2021
+Added: 10.29 Amendment No.
+Added: 1 to Credit Agreement, dated as of June 1, 2023, by and among the Company, as borrower, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the Swing Line Lender (as defined therein), and each L/C Issuer (as defined therein) party thereto.
+Added: 8-K 001-36568 10.1 June 2, 2023
10.30 Non-Employee Director Compensation Policy
−Removed: 21.1 List of Subsidiaries
10-K 001-36568 10.30 March 30, 2023
+Added: 21.1+ List of Subsidiaries
23.1+ Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
2 unchanged sentences
31.2+ Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Incorporated by reference
−Removed: Description Form File No.
−Removed: Exhibit Filing Date
32.1*# Certification of the Principal Executive Officer Pursuant to 18 U.S.C.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97+ Clawback Policy
101.INS†† XBRL Instance document
101.SCH†† XBRL Taxonomy schema linkbase document
+Added: Incorporated by reference
+Added: Description Form File No.
+Added: Exhibit Filing Date
101.CAL†† XBRL Taxonomy calculation linkbase document
11 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Draper, State of Utah on this 30th day of March, 2023.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Draper, State of Utah on this 22 nd day of March, 2024.
HEALTHEQUITY, INC.
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Jon Kessler
1 unchanged sentence
Power of attorney
−Removed: KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Jon Kessler and Tyson Murdock, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her or their substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Jon Kessler and James Lucania, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Robert Selander
1 unchanged sentence
Chairman of the Board, Director
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Jon Kessler
President and Chief Executive Officer (Principal Executive Officer), Director
−Removed: March 30, 2023 By:
−Removed: /s/ Tyson Murdock
−Removed: Tyson Murdock
+Added: March 22, 2024
+Added: /s/ James Lucania
+Added: James Lucania
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Paul Black
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Frank Corvino
Frank Corvino
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Adrian Dillon
Adrian Dillon
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Evelyn Dilsaver
Evelyn Dilsaver
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Debra McCowan
Debra McCowan
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Rajesh Natarajan
Rajesh Natarajan
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Stephen Neeleman
1 unchanged sentence
Vice Chairman and Director
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Stuart Parker
Stuart Parker
−Removed: March 30, 2023 By:
−Removed: /s/ Ian Sacks
−Removed: March 30, 2023 By:
+Added: March 22, 2024
/s/ Gayle Wellborn
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.