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 6, 2017
LIFEPOINT HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-51251 | | 20-1538254 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
330 Seven Springs Way
Brentwood, Tennessee | | 37027 |
(Address of principal executive offices) | | (Zip Code) |
(615) 920-7000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of LifePoint Health, Inc. (the “Company”) previously adopted, subject to approval of the Company’s stockholders, an amendment and restatement (the “Amendment and Restatement”) of the Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”) primarily to (i) increase the number of authorized shares of the Company’s common stock reserved for issuance under the 2013 Plan, (ii) prohibit the current payment of dividends on unvested awards, (iii) establish a minimum vesting period for awards, (iv) extend the term of the 2013 Plan to 10 years from the date of the approval of the Amendment and Restatement by the Company’s stockholders, (v) update performance goals, and (vi) consolidate previously adopted amendments to the 2013 Plan. At the Company’s annual meeting of stockholders held on June 6, 2017 (the “Annual Meeting”), the Company’s stockholders approved the Amendment and Restatement, and the Amendment and Restatement became effective. In connection with the approval of the Amendment and Restatement, the Company’s stockholders also approved the material terms of the performance goals under the Amendment and Restatement.
A description of the 2013 Plan as amended and restated was included in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (“SEC”) on April 25, 2017 under the caption “Proposal 5: Amendment and Restatement of the Company’s 2013 Long-Term Incentive Plan.” The foregoing description of the amendments reflected in the Amendment and Restatement is qualified in its entirety by reference to the text of the Amendment and Restatement, which is included as Appendix B to the proxy statement for the Annual Meeting filed with the SEC on April 25, 2017 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of stockholders on June 6, 2017. At the Annual Meeting, the following matters were submitted to a vote of the Company’s stockholders, with the following results:
Proposal 1: Election of Directors.
| | Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes | |
William F. Carpenter III | | 35,686,268 | | 1,649,962 | | 6,589 | | 586,224 | |
Richard H. Evans | | 34,062,491 | | 3,274,208 | | 6,120 | | 586,224 | |
Michael P. Haley | | 32,827,524 | | 4,509,495 | | 5,800 | | 586,224 | |
William F. Carpenter III, Richard H. Evans and Michael P. Haley were elected as Class III directors. The term of the Class III directors will continue until the Company’s annual meeting of stockholders in 2020, or until their respective successors are elected and qualified.
Proposal 2: Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
Votes For | | Votes Against | | Votes Abstain | |
37,749,837 | | 171,671 | | 7,535 | |
Proposal 3: Advisory vote to approve the compensation of the Company’s Named Executive Officers.
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes | |
28,688,700 | | 8,640,160 | | 13,959 | | 586,224 | |
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Proposal 4: Advisory vote to approve the frequency of the advisory vote on the compensation of the Company’s Named Executive Officers.
One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes | |
29,441,997 | | 4,213 | | 7,889,237 | | 7,372 | | 586,224 | |
The Company has considered the stockholder vote on the frequency of the advisory vote on the compensation of the Company’s Named Executive Officers and determined that it will hold an advisory vote on the compensation of the Company’s Named Executive Officers every year until the next vote on frequency, which will be no later than the Company’s annual meeting of stockholders in 2023.
Proposal 5: Approval of the Amendment and Restatement of the Company’s 2013 Long-Term Incentive Plan.
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes | |
28,416,266 | | 8,916,612 | | 9,941 | | 586,224 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10 LifePoint Health, Inc. Amended and Restated 2013 Long-Term Incentive Plan (incorporated by reference from Appendix B to the LifePoint Health, Inc. Proxy Statement filed April 25, 2017, File No. 000-51251).
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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.
| LIFEPOINT HEALTH, INC. |
| | |
| By: | /s/ Jennifer C. Peters |
| Name: | Jennifer C. Peters |
| Title: | Senior Vice President, General Counsel and Corporate Secretary |
Date: June 9, 2017
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EXHIBIT INDEX
Exhibit Number | | Description |
| | |
10 | | LifePoint Health, Inc. Amended and Restated 2013 Long-Term Incentive Plan (incorporated by reference from Appendix B to the LifePoint Health, Inc. Proxy Statement filed April 25, 2017, File No. 000-51251). |
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