8-K

0001193125-14-224298.txt : 20140623 0001193125-14-224298.hdr.sgml : 20140623 20140603183659 ACCESSION NUMBER: 0001193125-14-224298 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140529 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140604 DATE AS OF CHANGE: 20140603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHSTREAM INC CENTRAL INDEX KEY: 0001095565 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 621443555 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27701 FILM NUMBER: 14888927 BUSINESS ADDRESS: STREET 1: 209 10TH AVE SOUTH STE 450 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153013100 MAIL ADDRESS: STREET 1: 209 10TH AVE SOUTH STE 450 CITY: NASHVILLE STATE: TN ZIP: 37203 8-K 1 d737217d8k.htm 8-K 8-K

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): June 4, 2014 (May 29, 2014)

HealthStream, Inc.

(Exact name of registrant as specified in its charter)

Tennessee

000-27701

62-1443555

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

209 10th Avenue South, Suite 450, Nashville, Tennessee 37203

(Address of principal executive offices) (Zip Code)

(615) 301- 3100

(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))

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 29, 2014, HealthStream, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). The final voting results of the proposals which were described in more detail in the proxy statement filed with the Securities and Exchange Commission on April 18, 2014, are set forth below.

(1)

Election of three directors in Class II for a term of three years and until their successors are duly elected and qualified:


	FOR		WITHHELD		BROKER NON VOTES
Jeffrey L. McLaren		15,767,818		6,549,362	4,162,140
Linda Rebrovick		21,092,966		1,224,214	4,162,140
Michael Shmerling		22,269,157		48,023	4,162,140

In addition to the foregoing directors, the remaining directors not up for re-election at the Annual Meeting continue to serve on the Board of Directors.

(2)

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014:

FOR

AGAINST

ABSTAIN

BROKER

NON VOTES

26,286,991

188,314

4,015

(3)

Adoption of a non-binding advisory resolution on the Company’s executive compensation as described in the Company’s 2014 proxy statement (“say-on-pay”):


FOR	AGAINST	ABSTAIN	BROKER NON VOTES
21,962,430	344,801	9,949	4,162,140

SIGNATURE

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.


Date: June 4, 2014	HEALTHSTREAM, INC.

	By:	/s/ Gerard M. Hayden, Jr.
		Chief Financial Officer