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 24, 2016
NOBILIS HEALTH CORP.
(Exact Name of Registrant as Specified in Charter)
| British Columbia | 001-37349 | 98-1188172 |
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
| 11700 Katy Freeway, Suite 300, Houston, Texas | 77079 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (713) 355-8614
N/A
(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))
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Explanatory Note
This Form 8-K is being filed to (1) report a new disclosure under Item 8.01; and (2) amend the Current Report on Form 8-K filed by Nobilis Health Corp. (the “Company”) with the Securities and Exchange Commission on May 11, 2016 (the “Original Filing”). The Original Filing reported the appointment of Dr. Donald Kramer to the Board of Directors (“Board”) and the Nominating and Corporate Governance Committee (the “Nominating Committee”); however, Dr. Kramer was only appointed to the Board, and was not appointed to the Nominating Committee.
|
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective May 9, 2016, Dr. Donald Kramer was appointed to the Board of the Company. Due to an inadvertent error, the Original Filing stated that Dr. Kramer was appointed to both the Board and the Nominating Committee. This Current Report on Form 8-K is being filed to reflect that Dr. Kramer was appointed to the Board, but not the Nominating Committee. Other than to correct this error, all other information in the Original Filing is unchanged.
| Item 8.01. | Other Events. |
On May 24, 2016, the Board approved an advance notice policy (the “Advance Notice Policy”). The Advance Notice Policy includes, among other things, a provision that requires advance notice to be given to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company. This policy also sets a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of the shareholders and also sets out the required information that must be included in the notice to the Company.
In the case of an annual meeting of the shareholders, notice to the Company must be made not less than 30 days prior to the date of the meeting. If the annual meeting is being held on a date that is less than 50 days after the date on which the first public announcement of the meeting was made (the “Notice Date”), notice must be given not later than the close of business on the 10th day following (i) the date of the public announcement of adoption of the Advance Notice Policy, with respect to the 2016 annual meeting of shareholders; or (ii) the Notice Date in respect of any subsequent annual meeting of shareholders.
In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement of the Advance Notice Policy.
The Advance Notice Policy is now in full force and effect and will apply in connection with the Company’s annual general meeting of shareholders to be held on June 28, 2016 (the -2- “Shareholders’ Meeting”). The Company intends to seek shareholders’ approval and ratification of the Advance Notice Policy at the Shareholders’ Meeting. If the Advance Notice Policy is not approved by ordinary resolution of the Company’s shareholders present in person or voting by proxy at the Shareholders’ Meeting, then it will terminate and be void and of no further force and effect following the conclusion of the 2016 Shareholders’ Meeting.
The full text of the Advance Notice Policy is attached as Exhibit 20.1 hereto.
A copy of the press release announcing the Advance Notice Policy is attached as Exhibit 99.1 hereto.
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| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit | |
| Number | Description |
| 20.1 | Advance Notice Policy |
| 99.1 | Press release dated May 25, 2016. |
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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.
| NOBILIS HEALTH CORP. | |
| /s/ Kenneth Klein | |
| Name: Kenneth Klein | |
| Title: Chief Financial Officer |
Dated: May 27, 2016
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EXHIBIT INDEX
| Exhibit | |
| Number | Description |
| 20.1 | Advance Notice Policy |
| 99.1 | Press release dated May 25, 2016. |
EXHIBIT 20.1
NOBILIS HEATH CORP.
ADVANCE NOTICE POLICY
INTRODUCTION
Nobilis Health Corp. (the "Corporation") is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote.
The purpose of this Advance Notice Policy (the "Policy") is to provide shareholders, directors and management of the Corporation with direction on the nomination of directors. This Policy is the framework by which the Corporation seeks to fix a deadline by which holders of record of common shares of the Corporation must submit director nominations to the Corporation prior to any annual or, if applicable, special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.
It is the position of the Corporation that this Policy is beneficial to shareholders and other stakeholders. This Policy will be subject to an annual review, and will reflect changes as required by securities regulatory agencies or stock exchanges, or so as to meet industry standards.
NOMINATIONS OF DIRECTORS
| 1. |
Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the "Board") may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors: | |
| a. |
by or at the direction of the Board, including pursuant to a notice of meeting; | |
| b. |
by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act (British Columbia) (the "Act"), or a requisition of the shareholders made in accordance with the provisions of the Act; or | |
| c. |
by any person (a "Nominating Shareholder"): (A) who, at the close of business on the Notice Date (as defined below) and on the record date for notice at such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Policy. | |
| 2 |
In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation at the principal executive offices of the Corporation in accordance with the provisions of this Policy. | |
| 3. |
To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must be made: | |
| a. |
in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement (as defined below) of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following: (i) the date of the public announcement (as defined below) of this Policy, with respect to the 2016 annual meeting of shareholders; or (ii) the Notice Date in respect of any subsequent annual meeting of shareholders; or | |
| b. |
in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement (as defined below) of the date of the special meeting of shareholders was made. | |
| 4. |
To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must set forth: | |
| a. |
as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person; (C) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (D) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and | |
| b. |
as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below). | |
The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee; provided, however, that, if such other information is requested and received by the Corporation, then the Corporation shall make all such additional information publicly available to shareholders.
| 5. |
In addition, to be considered timely and in proper written form, a Nominating Shareholder’s notice shall be promptly updated and supplemented, if necessary, so that the information provided or required under this Policy to be provided in such notice shall be true and correct as of the record date for the meeting. | |
| 6. |
No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Policy; provided, however, that nothing in this Policy shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded. | |
| 7. |
For purposes of this Policy: | |
| a. |
"public announcement" shall mean disclosure in a press release reported by a national news service in the United States or Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com or www.sec.gov; and | |
| b. |
"Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada and US securities laws, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada and US securities laws, as well as the rules and regulations of any securities exchange on the securities of the Corporation are listed or authorized for trading. | |
| 8. |
Notwithstanding any other provision of this Policy, notice given to the Corporate Secretary of the Corporation pursuant to this Policy may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Corporate Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Corporate Secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Eastern time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. | |
| 9. |
Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Policy. |
EFFECTIVE DATE
This Policy was approved and adopted by the Board on May 24, 2016 (the "Effective Date") and is and shall be effective and in full force and effect in accordance with its terms and conditions from and after such date. Notwithstanding the foregoing, if this Policy is not approved by ordinary resolution of shareholders of the Corporation present in person or voting by proxy at the next meeting of those shareholders validly held following the Effective Date, then this Policy shall terminate and be void and of no further force and effect following the termination of such meeting of shareholders.
EXHIBIT 99.1
Nobilis Health Corp. Announces Advance Notice Policy
Houston, TX, May 25, 2016 – Nobilis Health Corp. ("Nobilis" or the "Company") (TSX: NHC) (NYSE MKT: HLTH) announces that the board of directors (the "Board") of the Company approved an advance notice policy (the “Advance Notice Policy) on May 24, 2016. The Advance Notice Policy includes, among other things, a provision that requires advance notice be given to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company. This policy also sets a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of the shareholders and also sets out the required information that must be included in the notice to the Company.
In the case of an annual meeting of the shareholders, notice to the Company must be made not less than 30 days. If the annual meeting is being held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the meeting was made, notice may be made not later than the close of business on the 10th day following (i) the date of the public announcement of the Advance Notice Policy, with respect to the 2016 annual meeting of shareholders; or (ii) the Notice Date in respect of any subsequent annual meeting of shareholders.
In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
Notwithstanding the foregoing, the board of directors may, in its sole discretion, waive any requirement of the Advance Notice Policy.
The Advance Notice Policy is now effective in full force and effect and will apply in connection with the Company’s annual general meeting of shareholders to be held on June 28, 2016 (the “Shareholders’ Meeting”). The Company intends to seek shareholder approval and ratification of the Advance Notice Policy at the Shareholders’ Meeting. If the Advance Notice Policy is not approved by ordinary resolution of the Company’s shareholders present in person or voting by proxy at the Shareholders’ Meeting, then it will terminate and be void and of no further force and effect following the termination of the Shareholders’ Meeting.
For purposes of the Meeting, in accordance with the terms of the Advance Notice Policy, the Board has determined that notice of nominations of persons for election to the Board at the Meeting must be made by June 4, 2016. Such notice must be in the form, and given in the manner, prescribed by the Advance Notice Policy, and Matthew Maruca, the Corporate Secretary of the Company, has stipulated mmaruca@nobilishealth.com as an email address for receipt of such a notice.
The full text of the Advance Notice Policy is available on EDGAR at www.sec.gov.
About Nobilis Health Corp.
Nobilis utilizes innovative direct-to-patient marketing focused on a specified set of procedures that are performed at our centers by local physicians. Currently, Nobilis owns and manages four surgical hospitals and five ambulatory surgical centers, partners with an additional 28 facilities throughout the country, and markets six independent brands.
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements (within the meaning of applicable securities laws) and financial outlooks relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. Some of the forward-looking statements relate to management changes. This risk, and other risks and uncertainties, may cause results to differ materially from those set forth in the forward-looking statements. Additional risks and uncertainties are further discussed in the Company's regulatory filings available on the Company's web site at www.NobilisHealth.com, www.Sedar.com, and www.sec.gov in the risk factors described in the Company's Form 10-K for the fiscal year ended December 31, 2015, filed on March 15, 2016. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Other than as required by law, the Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.