Form 8-K ModivCare Inc For: Jun 13

false 0001220754 0001220754 2023-06-13 2023-06-13

 

 

 

 

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

Registrant’s telephone number, including area code: 303-728-7030

 

 

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

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 5.03                   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On June 13, 2023, ModivCare Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”), at which the Company’s stockholders approved a proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to phase out the Company’s classified board structure and provide for the annual election of directors (the “Charter Amendment”). The Company’s Charter previously provided for the Board of Directors (the “Board”) to be divided into three classes of approximately equal size, with each class serving a staggered three-year term. Pursuant to the Charter Amendment, directors elected prior to the 2023 Annual Meeting will continue to serve the remainder of their staggered three-year terms. Commencing with the 2023 Annual Meeting, and at each annual meeting of stockholders thereafter, elections will be held to elect directors to serve one-year terms expiring at the next annual meeting of stockholders to replace those directors whose terms have expired. After the Company’s 2025 annual meeting of stockholders, the phase out of the classified board structure will be complete, and all directors will be subject to annual election for one-year terms.

 

The Board previously approved the Charter Amendment and its filing with the Secretary of State of the State of Delaware, subject to receipt of stockholder approval at the 2023 Annual Meeting. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware following receipt of stockholder approval on June 13, 2023, for immediate effectiveness.

 

The Board also approved, conditioned and effective upon stockholder approval and filing of the Charter Amendment, conforming amendments to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”) to remove provisions relating to the classified board structure.

 

The foregoing descriptions are summaries only and are qualified in their entirety by reference to the complete text of the Charter Amendment and the Bylaw Amendment, which are filed as Exhibits 3.1 and 3.2, respectively, to this Form 8-K and incorporated herein by reference.

 

Item 5.07                   Submission of Matters to a Vote of Security Holders

 

At the 2023 Annual Meeting held by the Company on June 13, 2023, all proposed measures passed, and the director nominees recommended were elected. The final voting results for each of the matters and candidates submitted to a vote of stockholders at the Annual Meeting are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Item 9.01                   Financial Statements and Exhibits

 

 

 

 

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.