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 14, 2019
TABULA RASA HEALTHCARE, INC.
(Exact Name of Registrant Specified in Charter)
Delaware
(State or Other
Jurisdiction of
Incorporation) | | 001-37888
(Commission File
Number) | | 46-5726437
(I.R.S. Employer
Identification No.) |
228 Strawbridge Drive, Suite 100 | | |
Moorestown, New Jersey | | 08057 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (866) 648-2767
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | | Trading Symbol | | Name of each exchange on which registered: |
Common Stock, par value $0.0001 per share | | TRHC | | The Nasdaq Stock Market |
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 (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 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.
The 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”), was held on June 14, 2019. Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the 2019 Annual Meeting.
Item 1. All three Class III nominees for director, Dr. Calvin Knowlton, Dr. Orsula Knowlton and Mr. A Gordon Tunstall, were elected to serve on the Company’s Board of Directors as Class III directors until the Company’s 2022 annual meeting of stockholders and until their successors are duly elected and qualified, based upon the following votes:
Director Nominee | | For | | Withheld | | Broker Non-Votes |
Dr. Calvin Knowlton | | 8,881,796 | | 3,768,702 | | 3,318,579 |
Dr. Orsula Knowlton | | 8,638,265 | | 4,012,233 | | 3,318,579 |
Mr. A Gordon Tunstall | | 8,872,929 | | 3,777,569 | | 3,318,579 |
Item 2. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved based on the following votes:
For | | Against | | Abstain | | Broker Non-Votes |
15,863,656 | | 5,591 | | 99,830 | | 0 |
Item 3. Stockholders approved, on an advisory basis, the 2018 compensation of our named executive officers, Dr. Calvin Knowlton, Dr. Orsula Knowlton, and Mr. Brian Adams, based upon the following votes:
For | | Against | | Abstain | | Broker Non-Votes | |
11,283,693 | | 1,328,948 | | 37,857 | | 3,318,579 | |
Item 4. Stockholders approved, on an advisory basis, an annual advisory vote to approve the compensation of our named executive officers, based upon the following votes:
Every 1 Year | | Every 2 Years | | Every 3 Years | | Abstain | | Broker Non-Votes | |
12,154,453 | | 4,171 | | 456,817 | | 35,057 | | 3,318,579 | |
The Company determined that the advisory vote on executive compensation would be held every year until the next vote on the frequency of such advisory vote.
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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.
| TABULA RASA HEALTHCARE, INC. |
| |
| |
| By: | /s/ Dr. Calvin H. Knowlton |
| | Dr. Calvin H. Knowlton |
| | Chief Executive Officer |
| | |
Dated: June 17, 2019 | | |
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