UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 24, 2011
Continucare Corporation
(Exact Name of Registrant as Specified in Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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| 1-12115
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59-2716023 |
| (Commission File Number)
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(IRS Employer Identification No.) |
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| 7200 Corporate Center Drive, Suite 600 |
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| Miami, Florida
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33126 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(305) 500-2000
(Registrant’s telephone number, Including Area Code)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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 February 24, 2011, Continucare Corporation (the “Company”) held its 2011 Annual Meeting of
Shareholders. Below is a summary of the proposals and corresponding votes.
All eight nominees were elected with each director receiving votes as follows:
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| Nominee |
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For |
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Withheld |
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Richard C. Pfenniger, Jr. |
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45,443,098 |
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2,663,980 |
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Robert J. Cresci |
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47,138,067 |
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969,011 |
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Neil Flanzraich |
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46,649,133 |
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1,457,945 |
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Phillip Frost, M.D. |
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36,063,824 |
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12,043,254 |
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Jacob Nudel, M.D. |
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46,551,793 |
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1,555,285 |
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Marvin A. Sackner, M.D. |
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47,136,469 |
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970,609 |
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Jacqueline M. Simkin |
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47,147,251 |
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959,827 |
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A. Marvin Strait |
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47,131,364 |
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975,714 |
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There were 9,577,548 broker non-votes on this proposal for each nominee.
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending June 30, 2011:
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For
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Against
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Abstain |
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| 57,136,175
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345,627
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202,824 |
There were no broker non-votes on this proposal.
A non-binding advisory vote on the compensation of the named executive officers of the Company
(“Say On Pay”) as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of
Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis, the compensation tables, and any
related information found in the proxy statement:
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| For
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Against
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Abstain |
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| 46,031,971
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226,534
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1,848,572 |
There were 9,577,549 broker non-votes on this proposal.
A non-binding advisory vote on the frequency of the advisory vote on Say on Pay in future years:
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| Every Year
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Every 2 Years
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Every 3 Years
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Abstain |
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| 12,686,519
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217,480
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31,168,482
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1,799,154 |
There were 11,812,991 broker non-votes on this proposal. The Compensation Committee of the Board
of Directors will take into account the outcome of the vote on this proposal when considering how
frequently to seek an advisory vote on Say on Pay in future years.