HEALTHSTREAM INC

For the period ended May 30, 2024. Filed Apr 11, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 30, 2024 · Filed Apr 11, 2024

HSTM$28.89-2.4%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

HEALTHSTREAM, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials:

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

HEALTHSTREAM, INC.

500 11THAvenue North, Suite 1000

Nashville, Tennessee 37203

(615) 301-3100

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 30, 2024

Dear Shareholder:

On Thursday, May 30, 2024, HealthStream, Inc. will hold its 2024 Annual Meeting of Shareholders. The meeting will be held virtually via the Internet, with no physical in-person meeting. Shareholders of record and holders of shares in “street name,” in each case as of April 1, 2024, will be able to listen, vote, and submit questions, regardless of location, via the Internet by following the procedures set forth below in this proxy statement below under “How Do I Attend the Annual Meeting?” The meeting webcast will begin at 2:00 p.m. Central Daylight Time on May 30, 2024, and we encourage you to access the meeting prior to the start time.

At this meeting, we will consider the following proposals:

1.	to elect the three (3) persons nominated by the Board of Directors identified in this proxy statement as Class III directors to hold office for a term of three (3) years and until their respective successors have been duly elected and qualified;

2.	to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.	to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s proxy statement that accompanies this notice; and

4.	to determine, on an advisory basis, whether the Company will have future advisory votes regarding executive compensation every one year, every two years, or every three years; and

5.	to transact such other business as may properly come before the meeting.

In reliance on SEC rules which allow issuers to make proxy materials available to shareholders on the Internet, we are mailing our shareholders a notice instead of paper copies of our proxy statement and our annual report. The notice contains instructions on how to access those documents on the Internet. The notice also contains instructions on how shareholders can receive a paper copy of our proxy materials, including the proxy statement, our 2023 annual report, and a form of proxy card.

Whether or not you plan to attend the virtual meeting, we request that you vote as soon as possible.

	By the Order of the Board of Directors,
Nashville, Tennessee		Robert A. Frist, Jr.
April 11, 2024		Chief Executive Officer and Chairman of the Board

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.