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 7, 2013
Skilled Healthcare Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-33459 | | 20-3934755 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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27442 Portola Parkway, Suite 200 Foothill Ranch, CA | | 92610 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(949) 282-5800
(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:
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| ¨ | 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)) |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 7, 2013, at the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Skilled Healthcare Group, Inc., a Delaware corporation (the “Company”), the Company's stockholders approved an amendment of the Company's 2007 Incentive Award Plan (the “Plan”), increasing the number of shares of the Company's Class A common stock reserved for issuance thereunder by 1,000,000 shares, from 4,473,181 shares to 5,473,181 shares. The other terms and conditions of the Plan were not changed. A copy of the Plan, as amended, was attached as Exhibit A to the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 25, 2013 (the “Proxy Statement”), the terms and conditions of which are incorporated herein by reference.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company's stockholders voted on four proposals, as described below. Each of the four proposals was described in detail in the Proxy Statement. The vote totals noted below are final voting results.
Proposal 1
The Company's stockholders elected three Class III directors, with each to serve a three-year term expiring at the Company's 2016 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. There were no abstentions for Proposal 1.
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| Name | Votes For | Votes Withheld | Broker Non-Votes | |
| Robert M. Le Blanc | 155,609,545 | 5,695,278 | 6,909,887 | |
| Michael E. Boxer | 160,915,298 | 389,525 | 6,909,887 | |
| Bruce A. Yarwood | 161,020,050 | 284,773 | 6,909,887 | |
Proposal 2
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as follows:
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| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| | 161,192,475 | 71,568 | 40,780 | 6,909,887 |
Proposal 3
The Company's stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, as follows:
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| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| | 168,075,007 | 127,964 | 11,739 | -- |
Proposal 4
The Company's stockholders approved the amendment of the Plan as referred to in Item 5.02 above, as follows:
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| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| | 160,663,693 | 601,350 | 39,780 | 6,909,887 |
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.
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| Date: May 8, 2013 | SKILLED HEALTHCARE GROUP, INC. |
| | /s/ Roland G. Rapp |
| | Roland G. Rapp |
| | General Counsel, Secretary and Chief Administrative Officer |
