SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2021
R1 RCM Inc.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction|
|401 North Michigan Avenue||60611|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (312) 324-7820
(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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common stock, par value $0.01 per share||RCM||NASDAQ|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2021, R1 RCM Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Third Amended and Restated 2010 Stock Incentive Plan (the “Amended Plan”). The Amended Plan amends and restates the Company’s Second Amended and Restated 2010 Stock Incentive Plan and authorizes the issuance of an additional 9.6 million shares of the Company’s common stock pursuant to awards. The material terms of the Amended Plan are summarized on pages 12 through 26 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2021 (the “Proxy Statement”), which description is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The description of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2021, at the Annual Meeting, the Company’s stockholders voted on the following proposals, with the following results:
1. The following nominees were elected to the Company’s board of directors as directors for terms ending at the 2022 annual meeting of stockholders:
|Michael C. Feiner||198,698,872||30,516,615||14,983,973|
|John B. Henneman, III||221,738,309||7,477,178||14,983,973|
|Alex J. Mandl||225,353,500||3,861,987||14,983,973|
|Anthony J. Speranzo||209,249,986||19,965,501||14,983,973|
|Anthony R. Tersigni||209,265,587||19,949,900||14,983,973|
|Albert R. Zimmerli||208,392,262||20,823,225||14,983,973|
2. The Amended Plan was approved:
3. The compensation of the Company’s named executive officers, on a non-binding advisory basis, was approved:
4. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified:
5. David M. Dill was elected to the Company's board of directors as director for a term ending at the 2022 annual meeting of stockholders:
Item 9.01 Financial Statements and Exhibits.
|104||Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.|
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.
|R1 RCM INC.|
|Date: May 21, 2021|
By: /s/ Rachel Wilson
|Name: Rachel Wilson|
|Title: Chief Financial Officer|