Item 5.02 | Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 26, 2011, the Board of Directors (the “Board”) of American CareSource Holdings, Inc. (the “Company”), agreed upon increased compensation to Kenneth S. George in the amount of $50,000 per year, which is in addition to the compensation he receives as Chairman of the Board. On September 26, 2011, the Board also agreed upon a salary increase of $70,000 to William J. Simpson, Jr., the President and Chief Operating Officer and a director of the Company.
On September 26, 2011, the Board granted director Richard W. Turner an option to purchase 10,000 shares of common stock of the Company at an exercise price of $0.61, the closing price of the Company’s common stock as reported on the Nasdaq Capital Market on the date of grant. The option, which was granted under the Company’s 2009 Equity Incentive Plan, vests in equal monthly installments over 60 months, commencing on the date of grant.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2011 annual meeting of stockholders of the Company, held on September 26, 2011 (the “2011 Annual Meeting”), 15,069,574 shares were voted, representing approximately 88.7% of the shares outstanding as of the record date. The Company’s stockholders voted to elect each of the following directors to serve until the next annual meeting of stockholders and until his successor is elected and qualified:
Name | | Number of Votes For | | Number of Votes Withheld | | Broker Non-Votes | | |
Sami S. Abbasi | | 9,715,038 | | 431,213 | | 4,923,323 | | |
Edward B. Berger | | 9,224,194 | | 922,057 | | 4,923,323 | | |
Kenneth S. George | | 9,727,588 | | 418,663 | | 4,923,323 | | |
John N. Hatsopoulos | | 9,688,723 | | 457,528 | | 4,923,323 | | |
John Pappajohn | | 9,726,438 | | 419,813 | | 4,923,323 | | |
Derace L. Schaffer, MD | | 9,706,291 | | 439,960 | | 4,923,323 | | |
William J. Simpson, Jr. | | 9,727,588 | | 418,663 | | 4,923,323 | | |
Richard W. Turner, Ph.D. | | 9,729,888 | | 416,363 | | 4,923,323 | | |
At the 2011 Annual Meeting, the Company’s stockholders also voted to ratify (by a vote of 14,867,427 to 156,186, with 45,961 votes abstaining) the selection of McGladrey & Pullen, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011.