Foundation Healthcare (FDNH) 8-K Submission of Matters to a Vote of Security Holders

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 22, 2015

Foundation Healthcare, Inc.

(Exact name of registrant as specified in charter)

Oklahoma	001-34171	20-0180812
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14000 N. Portland Avenue, Suite 200

Oklahoma City, Oklahoma 73134

(Address of Principal Executive Offices) (Zip Code)

(405) 608-1700

(Registrant’s telephone number, including area code)

(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 (seeGeneral Instruction A.2. below):

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

The Company’s 2015 Annual Meeting of Shareholders was held on June 22, 2015. The matters voted upon and the number of votes cast for, against or withheld as well as the number of abstentions and broker non-votes, as to each such matter is set forth below.

1. Election of Directors. The nominees for directors were elected based upon the following votes:

	Votes For		Votes Withheld		Broker Non-Votes
Thomas Michaud		15,257,146		2,982		566,356
Stanton Nelson		15,257,126		3,002		566,356
Joseph Harroz, Jr.		15,257,156		2,972		566,356
Steven L. List		15,259,656		472		566,356
Robert A. Moreno, M.D.		15,254,626		5,502		566,356
Lorin E. Patterson		15,257,146		2,982		566,356
Richard L. Zahn		15,259,636		492		566,356

2. Ratification of Appointment of Auditors A proposal to approve the ratification of Hein & Associates LLP to serve as the independent registered public accounting firm of the Company for the year 2015 was approved based upon the following votes:

	Votes For		Votes Against		Abstentions		Broker Non-Votes
Hein & Associates LLP		15,826,402		7		75		—

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.

	By:	FOUNDATION HEALTHCARE, INC.
Date: June 23, 2015	By:	/s/ STANTON NELSON
		Stanton Nelson
		Chief Executive Officer