exam20150513

0001437749-15-010168.txt : 20150514 0001437749-15-010168.hdr.sgml : 20150514 20150514161538 ACCESSION NUMBER: 0001437749-15-010168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150512 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 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150514 DATE AS OF CHANGE: 20150514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ExamWorks Group, Inc. CENTRAL INDEX KEY: 0001498021 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 272909425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34930 FILM NUMBER: 15863037 BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE ROAD STREET 2: SUITE 2625 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-952-2400 MAIL ADDRESS: STREET 1: 3280 PEACHTREE ROAD STREET 2: SUITE 2625 CITY: ATLANTA STATE: GA ZIP: 30305 8-K 1 exam20150513_8k.htm FORM 8-K exam20150513_8k.htm

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 12, 2015

_________________

ExamWorks Group, Inc.

(Exact name of registrant as specified in its charter)

_________________

Commission File Number: 001-34930

Delaware	27-2909425
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

3280 Peachtree Road, N.E.

Suite 2625

Atlanta, GA 30305

(Address of principal executive offices, including zip code)

(404) 952-2400

(Registrant’s telephone number, including area code)

(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.

(e) Second Amendment to Stock Incentive Plan.

At the Annual Meeting of Stockholders of ExamWorks Group, Inc. (the “Company”) held on May 12, 2015, the Company’s stockholders approved an amendment (the “Second Amendment”) to the ExamWorks Group, Inc. Amended and Restated 2008 Stock Incentive Plan, as amended (the “Plan”). The Second Amendment: (a) increases the available shares reserved under the Plan by 2,700,000 shares to a total of 17,982,200 (with such total number of shares subject to adjustment for future stock splits, stock dividends, recapitalizations, and other similar transactions); and (b) extends the term of the Plan to May 11, 2025, if not sooner terminated by the Board of Directors of the Company (the “Board”). The Board had previously approved the Second Amendment on March 20, 2015, subject to stockholder approval.

The foregoing summary of the Second Amendment is qualified in its entirety by reference to the Second Amendment which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2015, the Company held its Annual Meeting of Stockholders in New York, New York. Set forth below are the results for each of the proposals submitted to a vote of the stockholders:

Proposal 1. The following individuals were elected as Class II Directors, each to serve a three-year term on the Board:

NOMINEE	FOR	WITHHELD	BROKER NON-VOTES
Peter B. Bach	35,848,449	1,008,390	1,800,361
Peter M. Graham	35,836,764	1,020,075	1,800,361
William A. Shutzer	35,848,449	1,008,390	1,800,361

Proposal 2. Proposal 2 was a proposal to approve the Second Amendment. This proposal was approved.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
21,289,363	15,562,414	5,062	1,800,361

Proposal 3. Proposal 3 was a proposal to ratify the appointment of KPMG LLP as independent registered public accountants for the year ending December 31, 2015. This proposal was approved.

FOR	AGAINST	ABSTAIN
38,635,099	21,657	444

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Second Amendment to ExamWorks Group, Inc. Amended and Restated 2008 Stock Incentive Plan, as amended

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ExamWorks Group, Inc.


Date: May 14, 2015	By:	/s/ J. Miguel Fernandez de Castro
		J. Miguel Fernandez de Castro
		Chief Financial Officer and Senior
		Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description

10.1	Second Amendment to ExamWorks Group, Inc. Amended and Restated 2008 Stock Incentive Plan, as amended

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm

Exhibit 10.1

SECOND AMENDMENT

EXAMWORKS GROUP, INC.

AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN, AS AMENDED

THIS SECOND AMENDMENT TO EXAMWORKS GROUP, INC. AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN, AS AMENDED is effective as of May 12, 2015 (this “Amendment”).

WHEREAS, ExamWorks Group, Inc. (the “Company”) maintains the ExamWorks Group, Inc. Amended and Restated 2008 Stock Incentive Plan, as Amended (the “Plan”), and Section 19 of the Plan permits the board of directors of the Company (the “Board”) to amend the Plan;

WHEREAS, the number of shares of common stock of the Company (“Shares”) available for issuance under the Plan was previously increased by the Board on July 12, 2010 and approved by the written consent of a majority of the stockholders of the Company (the “Stockholders”) on September 15, 2010;

WHEREAS, as a result of the stock split effective as of October 12, 2010, the number of Shares available for issuance under the Plan was increased to 10,282,200;

WHEREAS, the number of Shares available for issuance under the Plan was again increased by the Board on June 9, 2011 and approved by the Stockholders at the 2011 Annual Meeting on August 3, 2011, resulting in 15,282,000 Shares available for issuance under the Plan;

WHEREAS, the Board desires to amend Section 3(a) of the Plan to (1) increase the number of Shares available for issuance under the Plan to 17,982,200 (2) change the termination date of the Plan from July 14, 2018 to May 11, 2025 (the date that is ten years after May 12, 2015), and approved this Amendment on March 20, 2015; and

WHEREAS, this Amendment was submitted to the Stockholders for approval and approved at the 2015 Annual Meeting.

NOW THEREFORE, the Plan is hereby amended as follows:

	1.	Section 3(a) is hereby amended and restated as follows:

		Subject to Section 13 below, a total of 17,982,200 Shares shall be available for issuance under the Plan. The Shares deliverable pursuant to Awards shall be authorized but unissued Shares, or Shares that the Company otherwise holds in treasury or in trust.

	2.	Section 20 is hereby amended and restated as follows:

		If not sooner terminated by the Board, this Plan shall terminate at the close of business on May 11, 2025, the date that is ten years after May 12, 2015. No Awards shall be made under the Plan after its termination.

The modifications set forth above shall not affect any other provisions of the Plan.