hcsg-20230530

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 30, 2023

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

(Address of principal executive office)

19020

(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 CFR 240.14d-2(b))

( ☐ ) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $.01 par value	HCSG	NASDAQ Global Select Market

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. ☐


Item 5.07			Submission of Matters to a Vote of Security Holders

On Tuesday, May 30, 2023, 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 28, 2023. As of the Record Date of March 29, 2023, there were approximately 74,194,000 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 voting results are set forth below:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Diane S. Casey	61,207,282	3,238,939	4,326,205
Daniela Castagnino	63,865,646	580,575	4,326,205
Robert L. Frome	63,319,468	1,126,753	4,326,205
Laura Grant	63,871,772	574,449	4,326,205
John J. McFadden	62,352,548	2,093,673	4,326,205
Dino D. Ottaviano	63,262,597	1,183,624	4,326,205
Kurt Simmons, Jr.	63,862,415	583,806	4,326,205
Jude Visconto	62,317,000	2,129,221	4,326,205
Theodore Wahl	63,331,177	1,115,044	4,326,205

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, 2023 has received a majority of the votes cast as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
67,706,660	1,026,299	39,466	—

Proposal No. 3 — Amendment to the 2020 Omnibus Plan

The proposal relating to shareholder approval to amend the 2020 Omnibus Plan to increase the number of shares of Common Stock that are available for issuance thereunder by 2,500,000 has received a majority of the votes cast as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
60,604,614	3,784,413	57,194	4,326,205

Proposal No. 4 — Say on Pay Vote

The proposal relating to an advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers has received a majority of the votes cast as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
59,855,012	4,474,158	117,051	4,326,205

Proposal No. 5 — Say on Frequency Vote

The proposal relating to an advisory vote on the frequency of the advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers (the “Say on Frequency Vote”) has been approved for the Board’s recommendation of every “one year” by the votes cast as follows:


Three Years	Two Years	One Year	Abstain	Broker Non-Votes
2,524,913	27,631	61,801,244	92,433	4,326,205

Following the outcome of the advisory vote, and consistent with the Board of Directors’ recommendation, the Board of Directors determined to follow the recommendation of the shareholders by holding the advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of the advisory votes on the compensation of named executive officers.


Item 9.01			Financial Statements and Exhibits.

( d ) Exhibits. The following exhibits are being furnished herewith:


Exhibit No.			Description
10.1			Amended and Restated 2020 Omnibus Incentive Plan
104			Cover page Interactive Data File (embedded within the Inline XBRL document)

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: June 1, 2023	By:	/s/ Jason J. Bundick
		Name: Jason J. Bundick Title: General Counsel, Chief Compliance Officer & Secretary