8-K 1 d51125d8k.htm 8-K 8-K

 

 

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): July 1, 2015

 

 

USMD Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35639   27-2866866

(State of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

6333 North State Highway 161, Suite 200

Irving, Texas 75038

(Address of principal executive offices)

Registrant’s telephone number, including area code: (214) 493-4000

 

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 of the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

USMD Holdings, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) on July 1, 2015. At the Annual Meeting, 9,347,807 shares of common stock were represented in person or by proxy, which constituted 90.34% of the 10,346,361 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting as of May 15, 2015, the record date. The Company submitted two proposals to its stockholders for approval. A brief description of each proposal and the final results of the stockholder vote for each proposal are set forth below.

Proposal 1: The Company’s stockholders elected all eleven director nominees to serve as members of the Company’s board of directors until the Company’s 2016 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified.

 

Nominee for Director

 

For

 

Withheld

 

Broker Non-Votes

Steven Brock, M.D.

  8,756,648   55,003   536,156

Darcie Bundy

  8,782,467   29,184   536,156

Breaux Castleman

  8,782,480   29,171   536,156

M. Patrick Collini, M.D.

  8,756,648   55,003   536,156

Charles Cook, M.D.

  8,769,233   42,418   536,156

Frederick Cummings, M.D.

  8,756,648   55,003   536,156

Russell Dickey, M.D.

  8,756,648   55,003   536,156

John M. House, M.D.

  8,755,222   56,429   536,156

Gary Rudin

  8,755,209   56,442   536,156

James Saalfield, M.D.

  8,756,648   55,003   536,156

Paul Thompson, M.D.

  8,756,648   55,003   536,156

Proposal 2: The Company’s stockholders ratified the appointment of Grant Thornton, L.L.P. as the independent auditor of the Company for the fiscal year ending December 31, 2015.

 

For

 

Against

 

Abstain

9,334,290

  13,417   100


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.

 

    USMD HOLDINGS, INC.
Date: July 7, 2015 By:

/s/ Chris Carr

Chris Carr
Executive Vice President, Secretary and
General Counsel