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

(c)

On August 29, 2012, Accretive Health, Inc. (the "Company") appointed Miles W. McHugh, age 47, as Chief Accounting Officer of the Company (the Company's principal accounting officer), effective September 10, 2012. From February 2012 until August 2012, Mr. McHugh served as a Chief Financial Officer of Exopack Holding Corp., a packaging company, and from September 2011 until February 2012, he served as a temporary employee of the Chicago Board of Education where he provided finance and budget services. From October 2007 until May 2011, Mr. McHugh served as Executive Vice President and Chief Financial Officer of RR Donnelley & Sons Company ("RR Donnelley"), a printing and communications company, and from June 2006 to October 2007, he was Senior Vice President and Corporate Controller of RR Donnelley.

In connection with his appointment, Mr. McHugh and the Company entered into an offer letter pursuant to which Mr. McHugh is entitled to an annual base salary of $350,000 and a discretionary cash bonus target of $150,000 for 2013. In addition, Mr. McHugh will be awarded an option to purchase 100,000 shares of the Company's common stock. In the event the Company terminates Mr. McHugh's employment other than for cause, he will be entitled to ninety days of salary continuation.

Mr. McHugh does not have any family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company.

There are no transactions between Mr. McHugh and the Company that are required to be reported under Item 404(a) of Regulation S-K.

---