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Amendments to Articles of Incorporation or

On October19, 2015, the Board of Directors (the Board) of HealthStream, Inc. (the Company), adopted and approved the Second Amended and Restated Bylaws of the Company (the Bylaws), effective immediately. The changes to the Bylaws are summarized as follows:

Section2.13 Revised to modify or add certain provisions in connection with the nomination of directors by a shareholder proponent, including the following revisions:

Clarified that only persons properly nominated in accordance with the Bylaws will be eligible for election as directors.

Revised to indicate that, in order to be timely, with respect to an election to be held at an annual meeting of shareho lders, a shareholders notice of a director nomination must be delivered to the Secretary of the Company not later than the 90th day, nor earlier than the 120th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days before or after such anniversary date, the revised Bylaws provide that notice by the shareholder to be timely must be so received not earlier than the 120

th

day prior to the date of the annual meeting and not later than (i)the 90

th

day before such annual meeting, or (ii)if the first public disclosure (as defined in the Bylaws) of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public disclosure of the date of the annual meeting is first made. The Companys Bylaws previously provided that notice must be provided at least 120 days prior to the anniversary date of the Companys proxy statement for the prior years annual meeting.

Provided that the shareholder proponent must provide certain additional information to the Company regarding the nominee in connection with such nomination, including providing disclosure regarding all information with respect to the nominee that would be required if the nominee were a shareholder proposing a nomination, any direct or indirect compensation and other material agreements during the past three years involving the nominee (including associated persons) and the proponent regarding the nomination, and any additional information regarding the nominee as may reasonably be requested by the Company. In addition, language was added requiring a questionnaire to be completed regarding the background...


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