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 1, 2017
PRA Health Sciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-36732 |
| 46-3640387 |
(State or Other |
| (Commission File Number) |
| (I.R.S. Employer |
4130 ParkLake Avenue
Suite 400
Raleigh, NC 27612
(919) 786-8200
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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))
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).
Emerging growth company o
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
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) (b)
On June 1, 2017, PRA Health Sciences, Inc. (the “Company”) held its 2017 annual meeting of stockholders. A quorum was present at the meeting, as required by the Company’s Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstentions votes and broker non-votes, with respect to each matter voted upon by the stockholders.
Proposal 1 — Election of Directors
The following two individuals were elected to the Company’s Board of Directors to serve as Class III directors until the Company’s 2020 annual meeting of stockholders and until their successors have been duly elected and qualified.
|
| Votes |
| Votes |
| Broker |
|
Colin Shannon |
| 38,174,839 |
| 17,334,711 |
| 1,497,736 |
|
James Momtazee |
| 35,318,878 |
| 20,190,672 |
| 1,497,736 |
|
Proposal 2 — Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2017
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified.
Votes |
| Votes |
| Votes |
|
56,930,020 |
| 63,803 |
| 13,463 |
|
Proposal 3 — Non-Binding Vote on Executive Compensation
The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers.
Votes |
| Votes |
| Votes |
| Broker |
|
53,304,510 |
| 2,137,855 |
| 67,185 |
| 1,497,736 |
|
Proposal 4 — Non-Binding Vote on Frequency of Executive Compensation Advisory Votes
The stockholders approved, on an advisory, non-binding basis, the holding of an advisory vote on executive compensation every year.
Every |
| Every |
| Every |
| Votes |
|
52,502,144 |
| 5,802 |
| 2,921,676 |
| 79,928 |
|
As described above, the shareholders voted, in an advisory, non-binding vote, in favor of having a shareholder vote to approve the compensation of the Company’s named executive officers every year. In light of such vote, and consistent with the Company’s recommendation, the Company’s Board of Directors determined that it currently intends to include an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers.
Proposal 5 — Approval of the PRA Health Sciences, Inc. 2017 Employee Stock Purchase Plan
The stockholders approved the PRA Health Sciences, Inc. 2017 Employee Stock Purchase Plan.
Votes |
| Votes |
| Votes |
|
55,189,624 |
| 255,302 |
| 64,624 |
|
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.
|
| |
| PRA Health Sciences, Inc. | |
|
| |
Date: June 2, 2017 |
| |
| By: | /s/ Linda Baddour |
| Name: | Linda Baddour |
| Title: | Executive Vice President, Chief Financial Officer and Secretary |