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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 27, 2020
_____________________________________________________________
SYNEOS HEALTH, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________
| | | | | | | | |
| Delaware | 001-36730 | 27-3403111 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | | | | |
| | 1030 Sync Street Morrisville, North Carolina | 27560-5468 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (919) 876-9300
_____________________________________________________________
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock,
$0.01 par value per share | SYNH | The Nasdaq Stock Market LLC |
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2020, Syneos Health, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 100,857,352 shares of the Company’s Class A common stock (“common stock”) were present online or represented by proxy at the meeting, representing approximately 96.83% of the Company’s outstanding common stock as of the March 30, 2020 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 16, 2020.
Proposal 1. Election of four directors for a term expiring at the 2023 annual meeting of stockholders or until their successors have been elected and qualified.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Bernadette M. Connaughton | | 97,589,795 | | 125,732 | | 26,864 | | 3,114,961 |
| Kenneth F. Meyers | | 97,006,215 | | 710,378 | | 25,798 | | 3,114,961 |
| Matthew E. Monaghan | | 96,967,370 | | 749,940 | | 25,081 | | 3,114,961 |
| Joshua M. Nelson | | 97,515,286 | | 202,148 | | 24,957 | | 3,114,961 |
Proposal 2. Approval, on an advisory (nonbinding) basis, of the Company’s executive compensation.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 96,890,184 | | 787,818 | | 64,389 | | 3,114,961 |
Proposal 3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2020.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 100,493,370 | | 331,856 | | 32,126 | | 0 |
Based on the foregoing votes, the four director nominees named above were elected and Proposals 2 and 3 were approved.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SYNEOS HEALTH, INC. | |
| | | | |
| Date: | June 1, 2020 | By: | /s/ Jonathan Olefson | |
| | | Name: | Jonathan Olefson |
| | | Title: | General Counsel and Corporate Secretary |