Form 8-K
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 24, 2017
KINDRED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-14057 |
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61-1323993 |
| (State or other jurisdiction
of incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 680 South Fourth Street
Louisville, Kentucky |
| (Address of principal executive offices) |
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| 40202 |
| (Zip Code) |
Registrant’s telephone number, including area code: (502) 596-7300
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 to 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)) |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2017, Thomas P. Cooper, M.D. retired from the Board
of Directors (the “Board”) of Kindred Healthcare, Inc. (the “Company”). Dr. Cooper’s term on the Board expired upon the conclusion of the Company’s 2017 annual meeting of shareholders (the “Annual
Meeting”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted to elect the following board members to terms expiring at the Company’s 2018
Annual Meeting of Shareholders: Joel Ackerman, Jonathan D. Blum, Benjamin A. Breier, Paul J. Diaz, Heyward R. Donigan, Richard Goodman, Christopher T. Hjelm, Frederick J. Kleisner, Sharad Mansukani, M.D., Lynn Simon, M.D. and Phyllis R. Yale.
In addition to electing directors, the Company’s shareholders voted to approve the Company’s executive compensation program and an
annual advisory vote with respect to compensation of the Company’s named executive officers. The Company’s shareholders also approved the Kindred Healthcare, Inc. Stock Incentive Plan, Amended and Restated; the Kindred Healthcare, Inc.
Equity Plan for Non-Employee Directors, Amended and Restated; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year
2017.
The final voting results on these matters were as follows:
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1. |
Election of Directors: |
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| Name |
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For |
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Against |
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Abstain |
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Broker
Non-Votes |
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| a. Joel Ackerman |
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65,392,335 |
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792,473 |
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23,900 |
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12,279,261 |
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| b. Jonathan D. Blum |
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65,391,346 |
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792,273 |
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25,089 |
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12,279,261 |
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| c. Benjamin A. Breier |
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65,140,716 |
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1,043,259 |
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24,733 |
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12,279,261 |
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| d. Paul J. Diaz |
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65,115,153 |
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1,068,666 |
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24,889 |
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12,279,261 |
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| e. Heyward R. Donigan |
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65,397,509 |
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787,301 |
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23,898 |
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12,279,261 |
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| f. Richard Goodman |
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65,400,708 |
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783,450 |
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24,550 |
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12,279,261 |
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| g. Christopher T. Hjelm |
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65,381,837 |
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801,573 |
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25,298 |
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12,279,261 |
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| h. Frederick J. Kleisner |
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65,335,345 |
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848,810 |
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24,553 |
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12,279,261 |
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| i. Sharad Mansukani, M.D. |
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65,385,255 |
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799,667 |
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23,786 |
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12,279,261 |
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| j. Lynn Simon, M.D. |
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65,674,387 |
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509,105 |
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25,216 |
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12,279,261 |
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| k. Phyllis R. Yale |
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65,071,304 |
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1,112,650 |
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24,754 |
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12,279,261 |
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2. |
Non-binding advisory vote to approve the compensation of the Company’s named executive officers disclosed in the Company’s 2017 Proxy Statement: |
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 61,800,396 |
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4,334,714 |
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73,598 |
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12,279,261 |
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3. |
Non-binding advisory vote on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers: |
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| One Year |
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Two Years |
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Three Years |
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Abstain |
| 50,349,142 |
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81,076 |
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15,727,699 |
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50,791 |
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4. |
Proposal to approve the Kindred Healthcare, Inc. Stock Incentive Plan, Amended and Restated: |
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 64,269,814 |
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1,867,688 |
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71,206 |
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12,279,261 |
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5. |
Proposal to approve the Kindred Healthcare, Inc. Equity Plan for Non-Employee Directors, Amended and Restated: |
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 56,867,755 |
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8,116,662 |
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1,224,291 |
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12,279,261 |
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6. |
Proposal to ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for fiscal year 2017: |
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| For |
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Against |
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Abstain |
| 77,807,928 |
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591,477 |
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88,564 |
Item 8.01. Other Events.
Incorporated by reference is a press release issued by the Company on May 24, 2017 announcing the vote results from the Annual Meeting, which
is attached hereto as Exhibit 99.1.
Item 9.01. Exhibits.
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| Exhibit |
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Description |
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| 99.1 |
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Press release dated May 24, 2017. |
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 hereto duly authorized.
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KINDRED HEALTHCARE, INC. |
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| Date: May 25, 2017 |
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By: |
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/s/ Joseph L. Landenwich |
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Joseph L. Landenwich |
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General Counsel and Corporate Secretary |
EXHIBIT INDEX
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| Exhibit |
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Description |
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| 99.1 |
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Press release dated May 24, 2017. |
