8-K 1 davitaincstockholdersmtg_0.htm 8-K Document


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 16, 2017
 
 

DAVITA INC.
(Exact name of registrant as specified in its charter)
 
 

 
 
 
 
 
Delaware
 
1-14106
 
No. 51-0354549
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2000 16th Street
Denver, CO 80202
(Address of principal executive offices including Zip Code)
(303) 405-2100
(Registrant’s telephone number, including area code)
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 240.425)
 
¨
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))










Item 5.07.
Submission of Matters to a Vote of Security Holders.
On June 16, 2017, the Company held its annual meeting of stockholders in Denver, Colorado. Represented in person or by proxy at the annual meeting were 163,364,597 shares of the Company’s common stock, or 83.94% of its outstanding shares of common stock. The results of matters submitted to a stockholder vote at the annual meeting are as follows:
Item 1. Election of Directors.
Eleven board nominees for director were elected by a majority of the votes cast for a term of one year or until their successors are duly elected and qualified. The voting results are as follows:
 
 
 
 
 
 
 
 
 
 
Name of Nominee
 
For
 
Against
 
Abstain
 
Broker non-votes
Pamela M. Arway
 
147,607,409
 
2,680,300
 
74,066
 
13,002,882
Charles G. Berg
 
146,762,396
 
3,528,879
 
70,500
 
13,002,882
Carol Anthony (“John”) Davidson
 
148,113,084
 
2,174,928
 
73,763
 
13,002,882
Barbara J. Desoer
 
150,061,192
 
230,767
 
69,816
 
13,002,882
Pascal Desroches
 
148,617,259
 
1,669,571
 
74,945
 
13,002,882
Paul J. Diaz
 
149,143,726
 
1,141,205
 
76,844
 
13,002,882
Peter T. Grauer
 
127,563,564
 
22,724,516
 
73,695
 
13,002,882
John M. Nehra
 
148,931,721
 
1,357,825
 
72,229
 
13,002,882
William L. Roper
 
148,307,970
 
1,983,042
 
70,763
 
13,002,882
Kent J. Thiry
 
143,719,862
 
5,290,648
 
1,351,265
 
13,002,882
Phyllis R. Yale
 
150,010,124
 
278,503
 
73,148
 
13,002,882
Item 2. Ratification of appointment of independent registered public accounting firm.
The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2017. The voting results are as follows:
 
 
 
 
 
 
For
 
Against
 
Abstain
160,556,826
 
2,758,027
 
49,744
Item 3. Advisory vote on executive compensation.
The proposal received the vote of a majority of the shares represented and entitled to vote at the meeting. The voting results are as follows:
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker non-votes
142,027,373
 
8,198,566
 
135,836
 
13,002,882
Item 4. Advisory vote on the frequency of future advisory votes on executive compensation
The proposal to hold future advisory votes on executive compensation on an annual basis was approved. In light of these results, the Company intends to continue holding an annual advisory vote on executive compensation. The voting results are as follows:
 
 
 
 
 
 
 
 
1 Year
 
2 Years
 
3 Years
 
Abstain
135,726,613
 
115,737
 
14,399,382
 
120,043












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.
 
 
 
 
 
 
 
 
 
 
 
 
DAVITA INC.
 
 
 
 
Date: June 22, 2017
 
 
 
By:
 
/s/  Samantha A. Caldwell
 
 
 
 
 
 
Samantha A. Caldwell
 
 
 
 
 
 
Corporate Secretary