8-K

SYNEOS HEALTH, INC.

Date: May 24, 2019

/s/ Jonathan Olefson

Jonathan Olefson

General Counsel and Corporate Secretary

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, 2019

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-36730		27-3403111
(Commission File Number)		(IRS Employer Identification No.)

1030 Sync Street, Morrisville, North Carolina		27560-5468
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (919) 876-9300

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

Class A Common Stock, $0.01 par value per share

SYNH

The Nasdaq Stock Market LLC

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 May 24, 2019, Syneos Health, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 100,025,732 shares of the Company’s Class A common stock (“common stock”) were present online or represented by proxy at the meeting, representing approximately 96.41% of the Company’s outstanding common stock as of the March 27, 2019 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 12, 2019.

Proposal 1.

Election of four directors for a term expiring at the 2022 annual meeting of stockholders or until their successors have been elected and qualified.


Nominee	For		Against		Abstain		Broker Non- Votes
Todd M. Abbrecht		90,070,382		7,561,303		47,253		2,346,794
John M. Dineen		97,515,860		115,836		47,242		2,346,794
William E. Klitgaard		97,494,728		136,942		47,268		2,346,794
John Maldonado		96,875,222		756,467		47,249		2,346,794

Proposal 2.

Approval, on an advisory (nonbinding) basis, of the Company’s executive compensation.


For	Against	Abstain	Broker Non-Votes
96,719,893	904,018	55,027	2,346,794

Proposal 3.

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2019.


For	Against	Abstain	Broker Non-Votes
99,946,812	27,875	51,045	0

Based on the foregoing votes, the four director nominees named above were elected and Proposals 2 and 3 were approved.

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.