Washington, D.C. 20549

Form 8-K

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 24, 2018

Commission File Number: 001-36568


(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code 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))
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Executive Change in Control Severance Plan
On July 24, 2018, the Compensation Committee of the Board of Directors of HealthEquity, Inc. (the “Company”) approved an amendment and restatement of the Company’s Executive Change in Control Severance Plan (the “Amended Severance Plan”) to provide for accelerated vesting on a “double trigger” basis such that if an eligible participant’s employment with the Company is terminated by the Company without cause or by the participant for good reason, in each case, within the first twelve month period following a change in control of the Company in which the participant’s equity awards are assumed or substituted for by the acquirer then, subject to all other terms and conditions set forth in the Amended Severance Plan being met, any such assumed or substituted equity award held by the participant that is then unvested will vest.
The foregoing description of the Amended Severance Plan is qualified in its entirety by the terms of the Amended Severance Plan, a copy of which will be filed as an exhibit in the Company’s next Quarterly Report on Form 10-Q, and is incorporated herein in its entirety by reference.

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.
Date: July 27, 2018
/s/ Darcy Mott
Darcy Mott
Executive Vice President and Chief Financial Officer