0001437749-15-017494.txt : 20150918 0001437749-15-017494.hdr.sgml : 20150918 20150918161523 ACCESSION NUMBER: 0001437749-15-017494 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150916 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150918 DATE AS OF CHANGE: 20150918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE SERVICE CORP CENTRAL INDEX KEY: 0001220754 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 860845127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34221 FILM NUMBER: 151115595 BUSINESS ADDRESS: STREET 1: 64 EAST BROADWAY BLVD. CITY: TUSCON STATE: AZ ZIP: 85701 BUSINESS PHONE: 520-747-6600 MAIL ADDRESS: STREET 1: 64 EAST BROADWAY BLVD. CITY: TUSCON STATE: AZ ZIP: 85701 8-K 1 prsc20150917_8k.htm FORM 8-K prsc20150917_8k.htm

 

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): September 16, 2015 

 

The Providence Service Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-34221

 

86-0845127

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

64 East Broadway Blvd., Tucson, Arizona

 

85701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (520) 747-6600

 

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:

 

☐

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.  

 

The annual meeting of stockholders of The Providence Service Corporation (the “Company”) was held on September 16, 2015 for the following purposes:

 

 

a)

To elect one Class 3 director to serve for a three year term until the 2018 annual meeting of stockholders and until his successor has been duly elected and qualified. The nominee for director was elected by a vote of our stockholders as follows:

  

   

Total

Affirmative

Votes

  

 

Total Votes

Withheld

  

 

Total Broker

Non-Votes

Kristi L. Meints

  

13,926,480

  

1,470,239

  

380,086

             

 

 

 

b)

To hold a non-binding advisory vote on executive compensation. Our stockholders approved on a non-binding advisory basis our executive compensation as more fully described in the Proxy Statement for the annual meeting of stockholders as follows:

 

 

Votes For

  

13,257,931

     

Votes Against

  

2,051,939

     

Abstentions

  

       86,849

     

Broker Non-Votes

  

     380,086

 

 

 

c)

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2015 was approved by our stockholders as follows:

 

     

Votes For

  

15,580,715

     

Votes Against

  

     192,274

     

Abstentions

  

         3,816

     

Broker Non-Votes

  

                0

  

 
 
 

 

 

d)

To approve a proposal to authorize, approve and ratify the issuance and sale of the Company’s preferred stock to certain affiliates of the Company’s largest stockholder, Coliseum Capital Management, LLC, and to authorize each of such affiliates to (a) vote and (b) convert into common stock all of such preferred stock beneficially owned by them, each in accordance with listing standards of The NASDAQ Stock Market, including NASDAQ Stock Market Rule 5635(b), as more fully described in the Proxy Statement for the annual meeting of stockholders as follows:

 

     

Votes For

  

13,826,486

     

Votes Against

  

     178,539

     

Abstentions

 

         1,495

     

Broker Non-Votes

  

1,770,285

  

 
 
 

  

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.

 

 

THE PROVIDENCE SERVICE CORPORATION

 

 

 

 

 

 

 

 

 

Date: September 18, 2015

By:

/s/ David Shackelton

 

 

Name:

David Shackelton

 

 

Title:

Interim Chief Financial Officer