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 8, 2016
Genesis Healthcare, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33459 |
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20-3934755 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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101 East State Street Kennett Square, PA |
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19348 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(610) 444-6350
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07Submission of Matters to a Vote of Security Holders.
The 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Genesis Healthcare, Inc., a Delaware corporation (the “Company”), was held on June 8, 2016. At the Annual Meeting, the Company’s stockholders voted on three proposals, as described below. Each of the three proposals was described in detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2016. At the close of business on April 11, 2016 (the record date for voting at the Annual Meeting), there were 153,554,715 shares of the Company’s stock outstanding and entitled to vote (73,593,732 shares of the Company’s Class A common stock, 15,511,603 shares of the Company’s Class B common stock and 64,449,380 shares of the Company’s Class C common). The vote totals noted below are final voting results.
Proposal 1
The Company’s stockholders elected four Class II directors, with each to serve a three-year term expiring at the Company’s 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. There were no abstentions for Proposal 1.
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Votes For |
Votes Withheld |
Broker Non-Votes |
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Robert Hartman |
117,297,099 |
7,766,031 |
11,401,312 |
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Joshua Hausman |
122,789,014 |
2,274,116 |
11,401,312 |
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James V. McKeon |
121,172,396 |
3,890,734 |
11,401,312 |
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David Reis |
117,296,956 |
7,766,174 |
11,401,312 |
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Proposal 2
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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122,857,694 |
2,089,434 |
116,002 |
11,401,312 |
Proposal 3
The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, as follows:
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Votes For |
Votes Against |
Abstentions |
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134,566,854 |
486,585 |
1,411,003 |
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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.
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Date: June 13, 2016 |
GENESIS HEALTHCARE, INC.
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By: /s/ Michael S. Sherman |
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Michael S. Sherman
Senior Vice President, General Counsel, |
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