0001628280-17-006519.txt : 20170616 0001628280-17-006519.hdr.sgml : 20170616 20170616123117 ACCESSION NUMBER: 0001628280-17-006519 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170612 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170616 DATE AS OF CHANGE: 20170616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nobilis Health Corp. CENTRAL INDEX KEY: 0001409916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37349 FILM NUMBER: 17915418 BUSINESS ADDRESS: STREET 1: 11700 KATY FREEWAY STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 713-355-8614 MAIL ADDRESS: STREET 1: 11700 KATY FREEWAY STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR HEALTHCARE INC DATE OF NAME CHANGE: 20070816 8-K 1 coverpage8-kagmshareholder.htm FORM 8-K Document



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 12, 2017
NOBILIS HEALTH CORP.

(Exact name of registrant as specified in its charter)
British Columbia
001-37349
98-1188172
(State or other jurisdiction of
(Commission File
(IRS Employer Identification No.)
incorporation)
Number)
 

11700 Katy Freeway, Suite 300, Houston, Texas
77,079
(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:
[  ]  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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective as of June 12, 2017, the following corporate governance change took place with respect to Nobilis Health Corp. (the “Company”):
Mr. Peter Horan concluded his tenure on the board.
At this years annual general meeting of shareholders (the “Annual Meeting”), Mr. Horan did not stand for re-election to the board of directors. His role as a director for the Company concluded effective June 12, 2017, the date of the Annual Meeting.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 12, 2017, the Company held its Annual Meeting at the Company’s corporate office in Houston, Texas. At the Annual Meeting, the Company’s shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on May 1, 2017:
1.
Election of Directors
According to proxies received and ballots cast, the voting results in respect of the nomination of each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders of the Company or until their successors are elected and appointed are as follows:
Nominee
Number of Votes For
Number of Votes Withheld
Total Votes
Dr. Donald Kramer
27,182,956
3,341,819
30,524,775
Steve Ozonian
27,169,375
3,355,400
30,524,775
Michael C. Nichols
23,701,521
6,823,254
30,524,775
Tom Foster
25,034,195
5,490,580
30,524,775
Neil Badlani, M.D.
26,766,876
3,757,899
30,524,775
2.
Appointment of Auditor
According to proxies received, Crowe Horwath LLP was appointed as the Company’s auditors and the directors of the Company were authorized to fix the remuneration to be paid to the auditors.
The following are the voting results on this matter:
 
Number of Votes
Votes For:
38,519,385
Votes Withheld:
6,204,990
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.
NOBILIS HEALTH CORP.
 
 
 
 
 
/s/ David Young
 
David Young
 
Chief Financial Officer
 
 
 
Date: June 16, 2017
 






INDEX TO EXHIBITS
Exhibit
 
 
Number
 
Description of Exhibit
 
 
 
99.1
 
Press Release dated June 12, 2017



EX-99.1 2 exhibit991-agmjune122017.htm EXHIBIT 99.1 Exhibit
EX-99.1 Press Release
Nobilis Health Announces Results of 2017 Annual General Meeting of Shareholders

HOUSTON, June 12, 2017 /PRNewswire/ -- Nobilis Health Corp. ("Nobilis" or the "Company") (NYSE MKT: HLTH) today announced the director election results from its 2017 annual general meeting of shareholders held on June 12, 2017 (the "Meeting"). A ballot was conducted with respect to the election of the directors to hold office until the next annual meeting of shareholders. According to the proxies received and ballots cast, the following directors were elected to hold office until the next annual meeting of shareholders or until their successors are elected or appointed, unless such office is earlier vacated in accordance with the articles of the Company:
Nominee
# Votes For
% Votes For
# Votes Withheld
% Votes Withheld
Dr. Donald Kramer
27,182,956
89.05%
3,341,819
10.95%
Steve Ozonian
27,169,375
89.01%
3,355,400
10.99%
Michael C. Nichols
23,701,521
77.65%
6,823,254
22.35%
Tom Foster
25,034,195
82.01%
5,490,580
17.99%
Neil Badlani, M.D.
26,766,876
87.69%
3,757,899
12.31%
Shareholders also voted in favor of appointing Crowe Horwath as auditor of the Company.
For further information regarding the voting results for matters considered and approved by the shareholders at the Meeting, please see the Company’s Current Report on Form 8-K that has been filed on EDGAR at www.sec.gov.
About Nobilis Health Corp.
Nobilis (www.NobilisHealth.com) is a full-service healthcare development and management company, with 25 locations across Texas and Arizona, including 4 hospitals, 10 ASCs and 11 clinics. In addition, Nobilis partners with an additional 38 facilities across the country. Marketing nine independent brands, Nobilis deploys a unique patient acquisition strategy driven by proprietary direct-to-consumer marketing technology, focusing on a specified set of procedures that are performed at our centers by local physicians.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Canadian and United States securities laws, including the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words such as "may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan" or "continue." These forward-looking statements are based on current plans and expectations and are subject to a number of risks, uncertainties and other factors which could significantly affect current plans and expectations and our future financial condition and results. These factors, which could cause actual results, performance and achievements to differ materially




from those anticipated, include, but are not limited to our ability to successfully maintain effective internal controls over financial reporting; our ability to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the risk of litigation and investigations, and liability claims for damages and other expenses not covered by insurance; the risk that payments from third-party payers, including government healthcare programs, may decrease or not increase as costs increase; adverse developments affecting the medical practices of our physician limited partners; our ability to maintain favorable relations with our physician limited partners; our ability to grow revenues by increasing case and procedure volume while maintaining profitability at the Nobilis facilities; failure to timely or accurately bill for services; our ability to compete for physician partners, patients and strategic relationships; the risk of changes in patient volume and patient mix; the risk that laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; the risk that contracts are cancelled or not renewed or that we are not able to enter into additional contracts under terms that are acceptable to us; and the risk of potential decreases in our reimbursement rates. The foregoing are significant factors we think could cause our actual results to differ materially from expected results. However, there could be additional factors besides those listed herein that also could affect us in an adverse manner.
We have not undertaken any obligation to publicly update or revise any forward-looking statements. All of our forward-looking statements speak only as of the date of the document in which they are made or, if a date is specified, as of such date. Subject to a mandatory requirements of applicable law, we disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any changes in events, conditions, circumstances or information on which the forward-looking statement is based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing factors and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on March 14, 2017, as updated by other filings with the Securities and Exchange Commission.
Contact Information:
Tuan Tran
Vice President, Investor Relations
(281) 925-0950
IR@Nobilishealth.com