0001558370-19-005826.txt : 20190621 0001558370-19-005826.hdr.sgml : 20190621 20190621110756 ACCESSION NUMBER: 0001558370-19-005826 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190621 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190621 DATE AS OF CHANGE: 20190621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN HEALTH INC CENTRAL INDEX KEY: 0000019411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581076937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 19910437 BUSINESS ADDRESS: STREET 1: 4800 N. SCOTTSDALE ROAD STREET 2: SUITE 4400 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 602-572-6050 MAIL ADDRESS: STREET 1: 4800 N. SCOTTSDALE ROAD STREET 2: SUITE 4400 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN HEALTH SERVICES INC DATE OF NAME CHANGE: 19960226 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MEDICAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 f8-k.htm 8-K mgln_Current_Folio_8K

 

 

 

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 21, 2019

MAGELLAN HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

DELAWARE

1-6639

58-1076937

(State or Other Jurisdiction

(Commission File

(IRS Employer

of Incorporation)

Number)

Identification No.)

 

 

 

4800 N. SCOTTSDALE RD, SUITE 4400

 

SCOTTSDALE, ARIZONA

85251

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (602) 572-6050

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

MGLN

The NASDAQ Global Market

 

 

 

 

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

   

The annual meeting of shareholders of the Company (the “Meeting”) was held on June 21, 2019, in connection with which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. At the close of business on April 25, 2019, the record date for the Meeting, 24,043,858 shares of the Company’s common stock were issued, outstanding and entitled to vote. At the Meeting, 21,903,443 shares of the Company’s common stock were represented in person or by proxy. Three proposals were scheduled and noted to be acted upon at the Meeting: (i) to elect seven directors to serve until the 2020 annual meeting (“Proposal Number One”); (ii) to approve, in an advisory vote, the compensation of the Company’s named executive officers (“Proposal Number Two”); and (iii) to ratify the appointment of Ernst & Young LLP as the Company’s independent accountants for fiscal year 2019 (“Proposal Number Three”).

   

At the Meeting, seven nominees were nominated for election to the board to serve one year terms until the Company’s 2020 annual meeting, or until the election and qualification of their successors, and were elected. The vote with respect to each such nominee was as follows:

 

 

 

 

 

 

 

Nominee

    

For

    

Withheld

    

Broker Non-Votes

Barry Smith

 

20,239,203

 

806,296

 

857,944

Michael J. Diament

 

20,573,428

 

472,071

 

857,944

Swati Abbott

 

20,700,411

 

345,088

 

857,944

Peter A. Feld

 

20,822,111

 

223,388

 

857,944

Leslie J. Norwalk

 

20,798,085

 

247,414

 

857,944

Guy P. Sansone

 

20,862,063

 

183,436

 

857,944

Steven J. Shulman

 

20,688,284

 

357,215

 

857,944

 

 

Other directors whose terms of office continued after the Meeting are: William J. McBride, Perry G. Fine and G. Scott MacKenzie.

   

Proposal Number Two was adopted with 20,242,437 shares voted for, 799,306 shares voted against, 3,756 shares abstaining and 857,944 broker non-votes.

   

Proposal Number Three was adopted with 21,638,689 shares voted for, 261,344 shares voted against, 3,410 shares abstaining. 

   

 

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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.

 

MAGELLAN HEALTH, INC.

 

 

 

 

 

 

 

 

Date: June 21, 2019

By:

/s/ Jonathan N. Rubin

 

 

Name:

Jonathan N. Rubin

 

 

Title:

Chief Financial Officer

 

 

 

 

 

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