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
Performant Financial Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35628 | | 20-0484934 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
333 North Canyons Parkway
Livermore, California 94551
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 960-4800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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 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 þ
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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Performant Financial Corporation (the “Company”) was held on June 6, 2017, at 10:00 AM, P.D.T., at the Hilton Garden Inn located at 2801 Constitution Drive, Livermore, California 94550. A total of 48,832,780 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing 96.72% of the total number of shares outstanding and entitled to vote at the meeting.
The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Annual Meeting is as follows:
Proposal No. 1 – Election of Directors
The Company’s stockholders elected one Class II director to serve until the 2020 Annual Meeting of Stockholders or until his successor is elected and qualified:
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| Nominee: | For | Withheld | Broker Non Votes |
| William D. Hansen | 40,859,568 | 3,764,051 | 4,209,161 |
Proposal No. 2 – Approval of the Company’s Amended and Restated 2012 Stock Incentive Plan
The allocation of votes of the Company’s stockholders for the approval of the Company’s Second Amended and Restated 2012 Stock Incentive Plan was as follows:
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| For | Against | Abstain |
| 40,550,515 | 3,977,234 | 95,870 |
Proposal No. 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:
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| For | Against | Abstain |
| 48,829,122 | 2,529 | 1,129 |
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.
Dated: June 12, 2017
PERFORMANT FINANCIAL CORPORATION
By: /s/ Hakan Orvell
Hakan Orvell
Chief Financial Officer
