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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices)
(312 ) 940-2443
(Registrant's telephone number, including area code)
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:
| 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)) | |||||
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 ☐
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 5.07 Submission of Mattes to a Vote of Security Holders.
On May 19, 2021, Option Care Health, Inc. (the "Company") held its 2021 Annual meeting of Stockholders (the "Annual Meeting"). The proposals considered at the Annual Meeting are described in the Company's 2021 Proxy Statement filed with the Securities and Exchange Commission on April 7, 2021. 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 successor are elected and qualified:
| Name | For | Withheld | Broker Non-Votes | |||||||||||||||||
| John J. Arlotta | 157,003,459 | 465,148 | 8,481,863 | |||||||||||||||||
| Elizabeth Q. Betten | 155,263,014 | 2,205,593 | 8,481,863 | |||||||||||||||||
| David W. Golding | 157,032,994 | 435,613 | 8,481,863 | |||||||||||||||||
| Harry M. Jansen Kraemer, Jr. | 139,969,886 | 17,498,721 | 8,481,863 | |||||||||||||||||
| Alan Nielsen | 157,056,553 | 412,054 | 8,481,863 | |||||||||||||||||
| R. Carter Pate | 157,044,282 | 424,325 | 8,481,863 | |||||||||||||||||
| John C. Rademacher | 157,056,129 | 412,478 | 8,481,863 | |||||||||||||||||
| Nitin Sahney | 157,088,934 | 379,673 | 8,481,863 | |||||||||||||||||
| Timothy Sullivan | 151,026,444 | 6,442,163 | 8,481,863 | |||||||||||||||||
| Mark Vainisi | 151,213,477 | 6,255,130 | 8,481,863 | |||||||||||||||||
2. The ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 165,698,420 | 97,404 | 154,646 | N/A | |||||||||||||||||
3. The non-binding advisory vote to approve executive officer compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 156,636,401 | 651,908 | 180,298 | 8,481,863 | |||||||||||||||||
4. The approval of an amendment to the Option Care Health, Inc. 2018 Equity Incentive Plan for the reservation of an additional 5,000,000 shares of the Company's common stock for future issuance under such plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 156,856,891 | 433,891 | 177,825 | 8,481,863 | |||||||||||||||||
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 21, 2021 | By: | /s/ Michael Shapiro | ||||||||
| Michael Shapiro | |||||||||||
| Chief Financial Officer and Senior Vice President | |||||||||||