[8-K] HealthEquity, Inc Reports Material Event

Rhea-AI Filing Summary

HealthEquity (NASDAQ:HQY) filed an 8-K disclosing results of its 26 June 2025 annual meeting and a significant capital-return action.

Shareholder votes: All nine directors were re-elected; PricewaterhouseCoopers LLP was ratified as auditor (82,962,314 for, 346,165 against); and FY-25 executive compensation was approved on an advisory basis (76,093,619 for, 3,218,477 against).

Capital allocation: The board authorized a new $300 million share-repurchase program, supplementing the existing $300 million authorization from August 2024. Repurchases may occur through open-market or privately negotiated transactions, including Rule 10b5-1 plans, and can be suspended at any time.

No other material disclosures were made.

Positive

• Board authorized a new $300 million share repurchase program, supplementing the $300 million program approved in August 2024

Negative

• None.

Insights

Corporate Governance Expert

$300 m buyback adds flexibility; votes routine

The meeting produced predictable outcomes—directors, auditor and say-on-pay all sailed through with wide margins. The material takeaway is the board’s decision to authorize an additional $300 million for share repurchases, doubling the capacity once the 2024 program is exhausted. The open-ended structure and Rule 10b5-1 option give management latitude to repurchase during blackout periods, signaling confidence in cash-flow generation and valuation support. No mandatory buyback pace exists, but the authorization provides an accretive lever should free cash remain ample.

Event Analyst

Incremental buyback positive; disclosure narrow

Beyond standard governance items, the fresh $300 million authorization is the only market-moving element. While constructive for EPS and downside support, the absence of execution guidance tempers immediate impact. Investors should watch quarterly cash-flow and capital-allocation commentary to gauge how aggressively management will deploy the authorization.

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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 26, 2025

HEALTHEQUITY, INC.

Delaware

001-36568

52-2383166

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

15 West Scenic Pointe Drive

Suite 100

Draper, Utah 84020

(801) 727-1000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

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 Instruction A.2):

☐ 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, par value $0.0001 per share			HQY			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 (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 5.07    Submission of Matters to a Vote of Security Holders.

On June 26, 2025, the Company held its 2025 Annual Meeting. As of the close of business on May 7, 2025, the record date for the Annual Meeting, 86,630,923 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 13, 2025. Stockholders approved each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.

Proposal 1. The election of nine directors to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

			For			Against			Abstain			Broker Non-Votes
Robert Selander			78,001,210			1,313,719			42,310			3,991,799
Scott Cutler			79,196,079			120,584			40,576			3,991,799
Stephen Neeleman, M.D.			78,889,654			429,470			38,115			3,991,799
Adrian Dillon			79,131,397			182,442			43,400			3,991,799
Evelyn Dilsaver			78,189,495			1,125,009			42,735			3,991,799
Debra McCowan			78,377,771			774,250			205,218			3,991,799
Rajesh Natarajan			79,217,536			95,612			44,091			3,991,799
Stuart Parker			79,217,887			95,071			44,281			3,991,799
Gayle Wellborn			78,605,775			547,083			204,381			3,991,799

Proposal 2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. There were no broker non-votes for this proposal.

For			Against			Abstain
82,962,314			346,165			40,559

Proposal 3. The approval, on a non-binding, advisory basis, of the fiscal 2025 compensation paid to the Company’s named executive officers.

For			Against			Abstain			Broker Non-Votes
76,093,619			3,218,477			45,143			3,991,799

Item 7.01    Regulation FD Disclosure

On June 26, 2025, the Board of Directors of the Company authorized a new common stock repurchase program (the “2025 Stock Repurchase Program”), supplementing the $300 million common stock repurchase program approved on August 26, 2024 (the “2024 Stock Repurchase Program"). Under the new 2025 Stock Repurchase Program, the Company may purchase up to an additional $300 million of its common stock, as market conditions warrant. The new 2025 Repurchase Program will allow the Company to continue to opportunistically repurchase shares after the existing 2024 Stock Repurchase Program has been exhausted. The common stock may be repurchased at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion. Such repurchases may be effected through open market purchases, privately negotiated transactions or otherwise, including repurchase plans that satisfy the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934. The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the program may be suspended or discontinued at any time.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
104			Cover Page Interactive Data File (formatted in 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.

			HEALTHEQUITY, INC.
Date: June 27, 2025			By:						/s/ James Lucania
			Name:						James Lucania
			Title:						Executive Vice President and Chief Financial Officer

FAQ

How much is HealthEquity's new share repurchase authorization (HQY)?

The board approved up to $300 million of additional common-stock repurchases.

When did HealthEquity approve the 2025 stock repurchase program?

The authorization was granted on June 26, 2025 and disclosed in the Form 8-K.

Which proposals were approved at HealthEquity's 2025 annual meeting?

Shareholders re-elected nine directors, ratified PwC as auditor, and approved FY-25 executive compensation on an advisory basis.

How many votes supported HealthEquity's executive-compensation proposal?

76,093,619 votes were cast in favor, 3,218,477 against, with 45,143 abstaining.

Who will audit HealthEquity for the fiscal year ending January 31, 2026?

Shareholders ratified PricewaterhouseCoopers LLP with 82,962,314 votes in favor.