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): May 22, 2020

 

 

OPTION CARE HEALTH, INC.

(Exact name of registrant specified in its charter)

 

 

Delaware		001-11993		05-0489664
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
Of Incorporation)		File Number)		Identification No.)

 

3000 Lakeside Dr. Suite 300N, Bannockburn, IL 60015

(Address of principal executive offices, including zip code)

 

(312) 940-2443

(Registrant’s telephone number, including area code)

 

Not applicable

(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):

 

¨

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

 

¨

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

 

¨

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

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OPCH	Nasdaq Global Select Market

 

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.      ¨

 

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      ¨

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 22, 2020, Option Care Health, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in the Company’s 2020 Proxy Statement filed with the Securities and Exchange Commission on April 10, 2020. The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below:

 

1.          Election of ten directors for a term expiring at the next annual meeting of stockholders of the Company or until their successors are elected and qualified:

 

Name		For				Withheld				Broker Non-Votes
John J. Arlotta			164,577,698				280,503				7,759,130
Elizabeth Q. Betten			155,525,335				9,332,866				7,759,130
David W. Golding			164,520,534				337,667				7,759,130
Harry M. Jansen Kraemer, Jr.			159,566,002				5,292,199				7,759,130
Alan Nielsen			160,219,140				4,639,061				7,759,130
R. Carter Pate			164,540,856				317,345				7,759,130
John C. Rademacher			160,758,736				4,099,465				7,759,130
Nitin Sahney			164,578,027				280,174				7,759,130
Timothy Sullivan			153,523,096				11,335,105				7,759,130
Mark Vainisi			153,511,643				11,346,558				7,759,130

 

2.         The ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:

 

For

Against

Abstain

Broker Non-Votes

172,217,275

374,489

25,567

N/A

 

3.         The non-binding advisory vote to approve executive officer compensation:

 

For				Against				Abstain				Broker Non-Votes
	164,600,341				219,456				38,404				7,759,130

 

 

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.

 

	OPTION CARE HEALTH, INC.
Date: May 28, 2020	By:	/s/ Michael Shapiro
	Name:	Michael Shapiro
	Title:	Senior Vice President and Chief Financial Officer