UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 6, 2019American Renal Associates Holdings, Inc. (Exact name of registrant as specified in its charter) |
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| Delaware | 001-37751 | 27-2170749 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
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| 500 Cummings Center | Beverly, | Massachusetts | | 01915 |
| (Address of principal executive offices) | | (Zip code) |
(978) 922-3080
(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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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). |
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| 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. | ☒ |
Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | ARA | New York Stock Exchange |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
American Renal Associates Holdings, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders on December 6, 2019. For more information on the following proposals submitted to a vote of stockholders, see the Company’s definitive proxy statement dated October 24, 2019. Below are the final voting results.
PROPOSAL NO. 1-ELECTION OF DIRECTORS
The Company’s stockholders elected the following Class III directors for a three-year term expiring at the Company’s annual meeting of stockholders in 2022, or until their respective successors are elected and qualified, or their respective earlier death, resignation, retirement, disqualification or removal from office, by the votes set forth in the table below:
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| Nominee | For | | Withheld | | Broker Non-Votes |
| Joseph A. Carlucci | 23,359,126 | | 2,530,561 | | 2,120,823 |
| Steven M. Silver | 22,186,972 | | 3,702,715 | | 2,120,823 |
PROPOSAL NO. 2-RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2019, by the votes set forth in the table below:
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| For | | Against | | Abstentions |
| 27,669,477 | | 339,793 | | 1,240 |
There were no other items of business raised during the annual meeting and the annual meeting was duly adjourned.
SIGNATURE
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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| | | | | | AMERICAN RENAL ASSOCIATES HOLDINGS, INC. |
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| Dated: | December 6, 2019 | | | | By: | | /s/ Mark Herbers |
| | | | | | Name: | | Mark Herbers |
| | | | | | Title: | | Interim Chief Financial Officer |
