8-K 1 hyh1q2016form8k.htm 8-K 8-K


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: April 28, 2016
(Date of earliest event reported)

 
Halyard Health, Inc.
(Exact name of registrant as specified in its charter)
 

Delaware
001-36440
46-4987888
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)
 
 
 
5405 Windward Parkway
Suite 100 South
Alpharetta, Georgia
 
30004
(Address of principal executive offices)
 
(Zip code)

Registrant’s telephone number, including area code: (678) 425-9273




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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02    Results of Operations and Financial Condition.
Halyard Health, Inc. (the “Company”) announced its results of operations for the three months ended March 31, 2016 in a press release dated May 4, 2016 that is attached and incorporated herein by reference as Exhibit 99.1.
The information, including exhibits attached hereto in Item 2.02 of this Current Report, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 5.07    Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on April 28, 2016. For more information on the proposals presented at the meeting, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The stockholders elected each of the three nominees to the Board of Directors for a three-year term by a majority of the votes cast:
Director
 
For
 
Withheld
 
Broker
Non-Votes
 
John P. Byrnes
 
35,092,068

 
952,990

 
7,123,011

 
Maria Sainz
 
35,065,197

 
979,861

 
7,123,011

 
Dr. Julie Shimer
 
35,077,806

 
967,252

 
7,123,011

 
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm to audit the Company's 2016 financial statements:
For
42,819,632

 
Against
138,794

 
Abstain
209,643

 
Broker Non-Votes

 
The stockholders approved the advisory resolution approving executive compensation:
For
34,373,551

 
Against
1,483,590

 
Abstain
187,917

 
Broker Non-Votes
7,123,011

 
The stockholders approved the material terms of the performance goals under the Halyard Health, Inc. Equity Participation Plan:
For
34,647,510

 
Against
1,224,096

 
Abstain
173,452

 
Broker Non-Votes
7,123,011

 
Item 8.01    Other Events.
On May 4, 2016, the Company announced that it successfully closed its previous announced planned acquisition of CORPAK Medsystems, Inc. on May 2, 2016. The Company's May 4, 2016 press released is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No. 99.1. Press release issued by Halyard Health, Inc. on May 4, 2016.





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.
    
 
 
 
HALYARD HEALTH, INC.
 
 
 
 
 
Date:
May 4, 2016
 
By:
/s/ S. Ross Mansbach
 
 
 
 
S. Ross Mansbach
Vice President, Deputy General
Counsel and Corporate Secretary