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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 16, 2016
ADEPTUS HEALTH INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware
(State or other jurisdiction
of incorporation) | | 001-36520
(Commission
File Number) | | 46-5037387
(IRS Employer
Identification No.) |
| | |
2941 Lake Vista Drive
Lewisville, Texas
(Address of principal executive offices) | | 75067
(Zip Code) |
(972) 899-6666
(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:
- 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))
| | |
| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan
On May 16, 2016, Adeptus Health Inc. (the "Company") held its 2016 Annual Meeting of Stockholders (the "2016 Annual Meeting") at which the Company's stockholders approved the Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan (the "Amended and Restated Omnibus Plan").
The Amended and Restated Omnibus Plan (i) increases the annual award limit to non-employee director participants in the Amended and Restated Omnibus Plan from $150,000 to $300,000 (in each case, calculated together with any cash fees paid to such non-employee director in the same fiscal year); (ii) provides that negative discretion may only be applied to cash-based performance compensation awards; and (iii) adds other cash-based awards as a type of award that may be granted under the Amended and Restated Omnibus Plan. The Company's stockholders also approved the material terms of the performance goals that may be utilized for purposes of determining performance awards that may be granted under the Amended and Restated Omnibus Plan. Except as described above, no other changes were made to the terms of the Amended and Restated Omnibus Plan other than certain other technical updates, changes and clarifications to better conform with current practices.
The material features of the Amended and Restated Omnibus Plan are described on pages 20 through 29 of the Company's Proxy Statement, dated April 15, 2016 (the "Proxy Statement"), which description is filed herewith as Exhibit 99.1 and incorporated herein by reference. The above and the incorporated description of the Amended and Restated Omnibus Plan are qualified in their entirety by reference to the Amended and Restated Omnibus Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2016 Annual Meeting, stockholders voted on the matters disclosed in the Proxy Statement, and below are the final voting results.
Proposal No. 1—Election of Directors
At the annual meeting, the Company's stockholders elected the persons listed below as directors for a one-year term expiring at the Company's 2017 annual meeting of stockholders or until their respective successors are duly elected and qualified:
| | | | | | | | | | |
| | Votes Cast For | | Votes Withheld | | Broker Non-Votes | |
|---|
Thomas S. Hall | | | 17,827,597 | | | 183,524 | | | 799,707 | |
Richard Covert | | | 17,653,101 | | | 358,020 | | | 799,707 | |
Steven V. Napolitano | | | 17,857,152 | | | 153,969 | | | 799,707 | |
Daniel W. Rosenberg | | | 17,649,987 | | | 361,134 | | | 799,707 | |
Gregory W. Scott | | | 17,526,787 | | | 484,334 | | | 799,707 | |
Ronald L. Taylor | | | 17,540,156 | | | 470,965 | | | 799,707 | |
Jeffery S. Vender | | | 17,924,291 | | | 86,830 | | | 799,707 | |
Stephen M. Mengert | | | 17,590,121 | | | 421,000 | | | 799,707 | |
Proposal No. 2—Approval of the Adeptus Health Inc. Stock Purchase Plan
The Company's stockholders approved the Adeptus Health Inc. Stock Purchase Plan.
| | | | | | | | | | | | | | |
| | Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes | |
|
|---|
| | | 17,978,175 | | | 20,101 | | | 12,845 | | | 799,707 | | |
Proposal No. 3—Approval of the Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan
The Company's stockholders approved the Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan.
| | | | | | | | | | | | | | |
| | Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes | |
|
|---|
| | | 13,556,969 | | | 4,441,519 | | | 12,633 | | | 799,707 | | |
Proposal No. 4—Ratification 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 2016.
| | | | | | | | | | | | | | |
| | Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes | |
|
|---|
| | | 18,789,853 | | | 8,230 | | | 12,745 | | | — | | |
Item 9.01. Financial Statements and Exhibits.
- (d)
- Exhibits.
| | | |
| Exhibit Number | | Description |
|---|
| | Exhibit 10.1 | | Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan. |
|
Exhibit 99.1 |
|
The section entitled "Proposal No. 3—Approval of the Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan" of the Company's Proxy Statement (incorporated by reference to the Company's Proxy Statement on Schedule 14A filed on April 15, 2016 (File No. 001-36520)). |
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.
| | | | |
| | | ADEPTUS HEALTH INC.
(Registrant) |
May 17, 2016 |
|
By: |
|
/s/ TIMOTHY L. FIELDING
Timothy L. Fielding
Chief Financial Officer |
EXHIBIT INDEX
| | | |
Exhibit
Number | | Description |
|---|
| | Exhibit 10.1 | | Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan. |
|
Exhibit 99.1 |
|
The section entitled "Proposal No. 3—Approval of the Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan" of the Company's Proxy Statement (incorporated by reference to the Company's Proxy Statement on Schedule 14A filed on April 15, 2016 (File No. 001-36520)). |
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SIGNATURESEXHIBIT INDEX
