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Form 8-K Genesis Healthcare, Inc. For: Jun 03

June 9, 2015 11:27 AM EDT

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 3, 2015 

 

 

Genesis Healthcare, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

001-33459

 

20-3934755

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

 

 

 

 

101 East State Street

Kennett Square, PA

 

19348

(Address of Principal Executive Offices)

 

(Zip Code)

 

(610) 444-6350

(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 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))

 

 

 

 


 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of Genesis Healthcare, Inc., a Delaware corporation (the “Company”), was held on June 3, 2015At the Annual Meeting, the Company’s stockholders voted on four proposals, as described below. Each of the four proposals was described in detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2015.    At the close of business on April 8, 2015 (the record date for voting at the Annual Meeting), there were 153,548,648 shares of the Company’s stock outstanding and entitled to vote (73,587,665 shares of the Company’s Class A common stock, 15,511,603 shares of the Company’s Class B common stock and 64,449,380 shares of the Company’s Class C common stock).  The vote totals noted below are final voting results.

 

Proposal 1

 

The Company’s stockholders elected three Class I directors, with each to serve a three-year term expiring at the Company’s 2018 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. There were no abstentions for Proposal 1.

 

 

 

 

 

Name

Votes For

Votes Withheld

Broker Non-Votes

Robert H. Fish

130,159,916

5,884,403

8,049,410

George V. Hager, Jr.

132,182,411

3,861,908

8,049,410

Arnold Whitman

130,546,690

5,497,629

8,049,410

 

Proposal 2

 

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

135,013,267

1,028,238

2,814

8,049,410

 

Proposal 3

 

The Company’s stockholders approved the Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan, as follows:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

132,105,774

3,937,534

1,011

8,049,410

 

Proposal 4

 

The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, as follows:

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

142,702,347

1,389,702

1,680

--

 

1


 

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.

 

 

 

Date:  June 9, 2015

GENESIS HEALTHCARE, INC.

 

 

 

/s/ Michael T. Berg

 

Michael T. Berg

 

Assistant Secretary and Deputy General Counsel

 

2




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