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0001027838
TACTILE SYSTEMS TECHNOLOGY INC
0001027838
2026-03-04
2026-03-04
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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)
March 4, 2026
TACTILE
SYSTEMS TECHNOLOGY, INC.
(Exact name
of registrant as specified in its charter)
| Delaware |
|
001-37799 |
|
41-1801204 |
| (State
or other jurisdiction of |
|
(Commission |
|
(I.R.S.
Employer |
| incorporation) |
|
File
Number) |
|
Identification
No.) |
3701
Wayzata Blvd, Suite 300,
Minneapolis, MN
55416
(Address of principal executive offices) (Zip
Code)
(612)
355-5100
(Registrant’s telephone number, including
area code)
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))
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 $0.001 Per Share |
TCMD |
The
Nasdaq Stock 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 March 4, 2026,
the board of directors of Tactile Systems Technology, Inc. (the “Company”) elected Andrea A. Pearson to serve as a member
of the board and fixed the size of the board at nine directors, all effective as of March 9, 2026.
Ms. Pearson was also appointed to serve as a member of the Compliance and Reimbursement Committee and of the Nominating and
Corporate Governance Committee of the board.
Since 2024, Ms. Pearson
has served as a strategic advisor and fractional Chief Marketing Officer/Chief Growth Officer for human and animal healthcare companies,
including her role as Growth Advisor and Chief Marketing Officer at Harbor Health, a healthcare organization that integrates clinical
care with health insurance coverage, from April 2024 to January 2026. Prior to that, Ms. Pearson served as Chief Growth
Officer at DispatchHealth, a leader in at-home, hospital-level care, from October 2019 to March 2024 and as Chief Marketing
Officer at DispatchHealth from January 2018 to October 2019. Previously, Ms. Pearson served in executive roles at Healthgrades
from 2008 to 2017, including Executive Vice President and Chief Marketing Officer and Executive Vice President and General Manager of
Consumer Products. Ms. Pearson served as General Manager of MapQuest.com from 2002 to 2007.
For her service on the
board, Ms. Pearson will be compensated in accordance with the Company’s non-employee director compensation policy. Ms. Pearson
will be granted restricted stock units (“RSUs”) with a value of a pro rata portion of $155,000, such pro rata portion based
on the number of days Ms. Pearson will serve until the next annual meeting of stockholders as compared to the number of days between
that annual meeting and the immediately preceding annual meeting of stockholders, calculated by dividing the pro rata portion of $155,000
by the closing sale price per share of the Company’s common stock on the Nasdaq Global Market on the date of grant. These RSUs will
be granted on March 9, 2026, and will vest in a single installment on the date of the Company’s 2026 annual meeting of stockholders,
subject to the condition that Ms. Pearson remain a director as of that date.
In addition, Ms. Pearson
will receive an annual cash retainer of $50,000 per year for her service on the board, a cash retainer of $5,000 per year for her service
as a member of the Compliance and Reimbursement Committee, and a cash retainer of $5,000 per year for her service as a member of the Nominating
and Corporate Governance Committee, each prorated for her first year of service. Non-employee directors may elect to receive between 10%
and 100% of their aggregate annual cash retainers in the form of RSUs, with the number of RSUs calculated by dividing the amount of the
retainer payable on a certain date by the closing sale price per share of the Company’s common stock on the date of grant. The Company
also reimburses its directors for their reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings.
| Item 7.01. |
Regulation FD Disclosure |
On March 9, 2026,
the Company issued a press release in connection with Ms. Pearson’s appointment to the board. Attached hereto as Exhibit 99.1
is a copy of the press release. In accordance with General Instruction B.2 of Form 8-K, the information in this report under this
heading, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated March 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
TACTILE SYSTEMS TECHNOLOGY, INC. |
| |
|
| Date: March 9, 2026 |
By: |
/s/ Elaine M. Birkemeyer |
| |
|
Elaine M. Birkemeyer |
| |
|
Chief Financial Officer |
Exhibit 99.1
Tactile Medical Strengthens Board of Directors
with Appointment of Andrea Pearson
MINNEAPOLIS, MN, March 9, 2026 – Tactile
Systems Technology, Inc. (“Tactile Medical”; the “Company”) (Nasdaq: TCMD), a medical technology company
providing therapies for people with chronic disorders, today announced the appointment of Andrea Pearson to the Company’s Board
of Directors (“Board”) and as a member of the Compliance & Reimbursement and Nominating & Corporate Governance
Committees, effective March 9, 2026.
Ms. Pearson is an accomplished senior executive
and growth strategist with deep expertise in scaling healthcare organizations. Her extensive experience spans more than 25 years and includes
exposure to product development, customer acquisition, branding, marketing communications, and public relations.
Most recently, she served as Growth Advisor and
Chief Marketing Officer at Harbor Health, a healthcare organization that integrates clinical care with health insurance coverage. Previously,
she was Chief Growth Officer, and, before that, Chief Marketing Officer at DispatchHealth, a leader in at-home, hospital-level care, where
she architected the company’s growth strategy, scaling the business from two to more than 50 U.S. markets while driving a 30x increase
in revenue. Prior to DispatchHealth, Ms. Pearson held multiple executive roles at HealthGrades, a leading online platform connecting
patients with healthcare providers, including Chief Marketing Officer and Executive Vice President and General Manager. As Chief Marketing
Officer, she grew the consumer audience from one million monthly to one million daily visitors. Her earlier career experience includes
10 years of increasing responsibility across product development, marketing, and general management roles.
“We are delighted to welcome Andrea to our
Board of Directors,” said Bill Burke, Chairman of the Board of Tactile Medical. “Her strong track record driving growth and
innovation, combined with her deep understanding of how patients engage within the healthcare ecosystem, will be invaluable as we continue
to strengthen our market leadership positions in both lymphatic dysfunction and airway clearance.”
About Tactile Systems Technology, Inc. (DBA Tactile Medical)
Tactile Medical is a leader in developing and
marketing at-home therapies for people suffering from underserved, chronic conditions including lymphedema, lipedema, chronic venous insufficiency
and chronic inflammatory lung disease by helping them live better and care for themselves. Tactile Medical collaborates with clinicians
to expand clinical evidence, raise awareness, increase access to care, reduce overall healthcare costs and improve the quality of life
for tens of thousands of patients each year.
Investor Inquiries:
Sam Bentzinger
Gilmartin Group
investorrelations@tactilemedical.com
