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): July 28, 2017

TACTILE SYSTEMS TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

1331 Tyler Street NE, Suite 200, Minneapolis, MN 55413

(Address of principal executive offices) (Zip Code)

(612) 355-5100

(Registrant’s telephone number, include area code)

N/A

(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. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            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 (§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 x

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.  o

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2017, the board of directors of Tactile Systems Technology, Inc. (the “Company”) elected Cheryl Pegus, MD MPH to the board of directors of the Company, filling a seat created by an increase in the size of the board of directors effective July 28, 2017.  Dr. Pegus was also appointed to serve as a member of the Nominating and Corporate Governance Committee and the Compliance and Reimbursement Committee.

Dr. Pegus is currently Clinical Professor of Medicine and Population Health at the NYU Langone Medical Center. She formerly served as the first Chief Medical Officer of Walgreen Co. (“Walgreens”) from 2010 to 2013, where she assisted in the expansion of its healthcare services, new product launches and data analytics. Prior to joining Walgreens, Dr. Pegus was the General Manager and Chief Medical Officer of SymCare Personalized Health Solutions, Inc., a Johnson & Johnson start-up company, and the National Medical Director/Clinical Product Head for Aetna, Inc.  Dr. Pegus currently serves as a director on the boards of Cogentix Medical, Inc., Glytec, LLC, and US Acute Care Solutions. Within the medical academic community, she currently serves as a board member of the Founder’s Affiliate of the American Heart Association and as a board member and incoming chair of the Association of Black Cardiologists.  The Company’s board of directors believes that Dr. Pegus’ prior and current medical and management experience and service on other boards make her strongly qualified to serve on the board of directors.

For her service on the board, Dr. Pegus will be compensated in accordance with the Company’s non-employee director compensation policy. She will be granted a stock option with a term of seven years to purchase up to a pro rata portion of $50,000 of shares of the Company’s common stock, such pro rata portion based on the number of days Dr. Pegus 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, based on a grant date fair value computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation, at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the grant date. She will also be granted restricted stock units (“RSUs”) with a value of a pro rata portion of $50,000, such pro rata portion based on the number of days Dr. Pegus 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 $50,000 by the closing sale price per share of the Company’s common stock on the Nasdaq Global Market on the date of grant. These initial grants will be made after the close of market on the second business day following the release of the Company’s financial results for the quarter ended June 30, 2017, and will vest in a single installment on the earlier of one year from the grant date or the date of the Company’s 2018 annual meeting of stockholders, subject to the condition that Dr. Pegus remains a director as of that date.

Dr. Pegus will also receive an annual cash retainer of $35,000 per year for her service on the board, a cash retainer of $4,000 per year for her service as a member of the Nominating and Corporate Governance Committee, and a cash retainer of $4,000 per year for her service as a member of the Compliance and Reimbursement 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.

A copy of the press release announcing Dr. Pegus’ appointment to the board is furnished, but not filed, as Exhibit 99 hereto.

Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits

99                                  Press Release dated August 1, 2017

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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.

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EXHIBIT INDEX

4

Exhibit 99

Tactile Medical Announces Appointment of Cheryl Pegus to Board of Directors

MINNEAPOLIS—August 1, 2017 (GLOBE NEWSWIRE) —Tactile Systems Technology, Inc. (“Tactile Medical”) (Nasdaq: TCMD), a medical technology company focused on developing medical devices for the treatment of chronic diseases at home, today announced the appointment of Cheryl Pegus, MD, MPH, to the Company’s Board of Directors, effective July 28, 2017.

“We are very pleased to have attracted a physician executive of the caliber of Dr. Pegus to our Board.  Cheryl brings to us deep experience in health outcomes, analytics and population management, while also providing us her unique perspective gained from serving as Chief Medical Officer for both a national payer and a major provider,” said Peter H. Soderberg, Chairman of the Board of Tactile Medical.  “Cheryl is the first director we have added since Tactile Medical went public just over a year ago, and her addition represents important progress in strengthening our Board to further support Tactile Medical’s growth opportunities.”

Dr. Pegus is currently Clinical Professor of Medicine and Population Health at NYU Langone Medical Center. She formerly served as the first Chief Medical Officer of Walgreen Co. (“Walgreens”) from 2010 to 2013, where she assisted in the expansion of its healthcare services, new product launches and data analytics. Prior to joining Walgreens, Dr. Pegus was the General Manager and Chief Medical Officer of SymCare Personalized Health Solutions, Inc., a Johnson & Johnson start-up company, and the National Medical Director/Clinical Product Head for Aetna, Inc.

Dr. Pegus currently serves as a director on the boards of Cogentix Medical, Inc., Glytec, LLC, and US Acute Care Solutions. Within the medical academic community, she currently serves as a board member of the Founder’s Affiliate of the American Heart Association and as a board member and incoming chair of the Association of Black Cardiologists.

About Tactile Medical

Tactile Medical is a leader in developing and marketing at-home therapy devices that treat lymphedema and chronic venous insufficiency. Our unique offering includes advanced, clinically proven pneumatic compression devices, as well as continuity of care services provided by a national network of product specialists and trainers, reimbursement experts, patient advocates, and clinical staff. This combination of products and services ensures that tens of thousands of patients annually receive the at-home treatment necessary to better manage their chronic conditions. Tactile Medical takes pride in the fact that our solutions help increase clinical efficacy, reduce overall healthcare costs and improve the quality of life for patients with chronic conditions.

Legal Notice Regarding Forward-Looking Statements:

This release contains forward-looking statements. Forward-looking statements are generally identifiable by the use of words like “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties outside of the Company’s control that can make such statements untrue, including, but not limited to, the adequacy of the Company’s liquidity to pursue its complete business objectives; the Company’s ability to obtain reimbursement from third party payers for its products; loss or retirement of key executives; adverse economic conditions or intense competition; loss of a key supplier; entry of new competitors and products; adverse federal, state and

local government regulation; technological obsolescence of the Company’s products; technical problems with the Company’s research and products; the Company’s ability to expand its business through strategic acquisitions; the Company’s ability to integrate acquisitions and related businesses; price increases for supplies and components; and the inability to carry out research, development and commercialization plans. In addition, other factors that could cause actual results to differ materially are discussed in the Company’s filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

Investor Inquiries:

Mike Piccinino, CFA

Managing Director

Westwicke Partners

443-213-0500

[email protected]