0000731012-14-000051.txt : 20140529 0000731012-14-000051.hdr.sgml : 20140529 20140529170840 ACCESSION NUMBER: 0000731012-14-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140527 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140529 DATE AS OF CHANGE: 20140529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHCARE SERVICES GROUP INC CENTRAL INDEX KEY: 0000731012 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 232018365 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12015 FILM NUMBER: 14876907 BUSINESS ADDRESS: STREET 1: 3220 TILLMAN DRIVE STREET 2: SUITE 300 CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2159381661 MAIL ADDRESS: STREET 1: 3220 TILLMAN DRIVE STREET 2: SUITE 300 CITY: BENSALEM STATE: PA ZIP: 19020 8-K 1 hcsgform8k-votingresults20.htm FORM 8-K HCSG Form 8K - Voting Results 2014


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 27, 2014
                                                                   
HEALTHCARE SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)

Commission File Number: 0-12015

Pennsylvania
23-2018365
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification
number)
 
 
3220 Tillman Drive, Suite 300, Bensalem, Pennsylvania
19020
(Address of principal executive office)
(Zip code)

Registrant's telephone number, including area code: 215-639-4274
    

Not Applicable
(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 CFR240.14d-2(b))
( )    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07
Submission of Matters to a Vote of Security Holders

On Tuesday, May 27, 2014, Healthcare Services Group, Inc. (the "Company") held its annual meeting of shareholders for the purposes of voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2014. As of the Record Date of April 4, 2014, there were 70,242,000 shares of common stock outstanding and entitled to notice of and to vote at the annual meeting. The final voting for the matters submitted to a vote of shareholders are as follows:

Management Proposals:

Proposal No. 1 — Election of Directors

At the annual meeting, shareholders voted for the election of nine Directors for a one-year term or until their successors are elected and qualified to fill the expiring terms of such Directors. All of the Company’s nominees for Director received the requisite plurality (i.e. the highest number of votes of the Company’s common stock in accordance with the bylaws of the Company and Section 1758 of the Pennsylvania Business Corporation Law) of the votes cast by the holders of shares present at the meeting in person or by proxy and entitled to vote thereon, and, accordingly, were elected to the Board of Directors for the ensuing year and until their successors are duly elected and qualified. The number of votes cast for and withheld from each nominee is set forth below:

Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Daniel P. McCartney
 
26,354,285
 
29,629,168
 
6,672,135
Robert L. Frome
 
26,358,818
 
29,624,635
 
6,672,135
Robert J. Moss
 
26,449,181
 
29,534,272
 
6,672,135
John M. Briggs
 
21,552,025
 
34,431,428
 
6,672,135
Dino D. Ottaviano
 
20,469,756
 
35,513,697
 
6,672,135
Theodore Wahl
 
26,364,026
 
29,619,427
 
6,672,135
Michael E. McBryan
 
26,371,229
 
29,612,224
 
6,672,135
Diane S. Casey
 
20,475,349
 
35,508,104
 
6,672,135
John J. McFadden
 
20,554,497
 
35,428,956
 
6,672,135

Proposal No. 2 — Independent Registered Public Accounting Firm

The proposal for the ratification of the selection of Grant Thornton LLP as the Company's independent registered public accountants for the current fiscal year ending December 31, 2014 has received a majority of the votes cast as follows:
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
61,502,059
 
1,071,992
 
81,537
 
—

Proposal No. 3 — Advisory Vote on Executive Compensation

The proposal relating to an advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers was approved based up the following votes:
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
55,110,918
 
731,091
 
141,443
 
6,672,136


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Shareholder Proposals:

Proposal No. 4(a) — Majority Vote Standard for Election of Directors

The proposal to consider a shareholder proposal regarding a majority vote standard for election of directors, if properly presented, received the following votes:
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
41,470,541
 
14,079,826
 
433,079
 
6,672,143

Proposal No. 4(b) — Independent Board Chairman

The proposal to consider a shareholder proposal regarding an independent board chairman, if properly presented, received the following votes:
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
34,176,777
 
21,664,967
 
141,701
 
6,672,143

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.


 
 
HEALTHCARE SERVICES GROUP, INC.
Date: May 29, 2014
By:
/s/ Jason J. Bundick
 
 
Name: Jason J. Bundick
Title: General Counsel & Secretary


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