Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 17, 2012, Ruben J. King-Shaw, Jr., a member of the Board of Directors
of athenahealth, Inc. (the "Company"), informed the Company that he does not
intend to stand for re-election at the Company's 2013 annual meeting of
stockholders. Mr. King-Shaw is a member of the audit committee of the Board of
Directors. His decision to not stand for re-election to the Board of Directors
is not the result of any disagreement with the Company on any matter relating to
the Company's operations, policies, or practices.
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