Form 8-K BioScrip, Inc. For: May 03

May 4, 2018 8:01 AM

 

 

  

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 3, 2018

 

 

BIOSCRIP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

 

001-11993

 

 

05-0489664

 

 

(State or other jurisdiction of incorporation)

 

 

(Commission File Number)

 

 

(Employer Identification Number)

 

  

 

1600 Broadway, Suite 700, Denver, Colorado 80202

(Address of principal executive offices)

 

(720) 697-5200

(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))

 

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 3, 2018, the Company held its annual meeting of stockholders at 1600 Broadway, Suite 700, Denver, Colorado 80202. As of the record date, there were a total of 127,691,457 shares of Common Stock outstanding, 21,645 shares of Series A Preferred Stock outstanding (representing 576,031 shares of Common Stock on an as-converted basis) and 614,177 shares of Series C Preferred Stock outstanding (representing 16,705,235 shares of Common Stock on an as-converted basis) entitled to vote at the annual meeting. At the annual meeting, 129,302,082 shares of Common Stock (inclusive of the Series A and Series C Preferred Stock on an as-converted basis) were represented in person or by proxy; therefore, a quorum was present.

 

(a)Set forth below are the matters acted upon by the Company’s stockholders at the annual meeting and the final voting results on each such matter.

 

(1) The nominees for election to the Company’s Board of Directors were elected, each for a term expiring at the Company’s next annual meeting, based on the following votes:

 

Nominee   Votes For     Withheld     Broker Non-Votes  
Daniel E. Greenleaf     92,229,411       602,099       36,470,572  
Michael G. Bronfein     90,066,456       2,765,054       36,470,572  
David W. Golding     92,174,075       657,435       36,470,572  
Michael Goldstein     92,171,370       660,140       36,470,572  
Steven Neumann     92,171,390       660,120       36,470,572  
R. Carter Pate     90,934,752       1,896,758       36,470,572  

 

(2) The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved based on the following votes:

 

FOR     AGAINST     ABSTAIN    

BROKER

NON-VOTES

 
  127,425,752       1,770,134       106,196       0  
                             

 

(3) The proposal to approve the BioScrip, Inc. 2018 Equity Incentive Plan was approved based on the following votes:

 

FOR     AGAINST     ABSTAIN    

BROKER

NON-VOTES

 
  79,000,303       13,721,636       109,571       36,470,572  
                             

 

(4) The proposal to approve an amendment to the BioScrip, Inc. Employee Stock was approved based on the following votes:

 

FOR     AGAINST     ABSTAIN    

BROKER

NON-VOTES

 
  92,052,822       704,412       74,276       36,470,572  
                             

  

(5) The proposal relating to the advisory vote on executive compensation was approved based on the following votes:

 

FOR     AGAINST     ABSTAIN    

BROKER

NON-VOTES

 
  91,565,532       1,115,459       150,519       36,470,572  
                             

 

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.

 

 

  BIOSCRIP, INC.
Date: May 3, 2018  
  By:  /s/ Kathryn M. Stalmack
    Kathryn M. Stalmack
Senior Vice President, General Counsel and Secretary

  

 

 

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