UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report: May 25, 2017
(Date of earliest event reported)
Cotiviti Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
001-37787 | | 46-0595918 |
(Commission File Number) | | (IRS Employer Identification No.) |
| | |
115 Perimeter Center Place | | |
Suite 700 | | |
Atlanta, GA 30346 | | 30346 |
(Address of principal executive offices) | | (Zip Code) |
(770) 379-2800
(Registrant’s telephone number, including area code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 ☒
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. ☒
ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On May 25, 2017, Cotiviti Holdings, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). There were 91,838,470 shares of common stock entitled to be voted and 77,874,552 shares present in person or represented by proxy at the Annual Meeting. Three items of business were acted upon by stockholders at the Annual Meeting: (1) the election of two Class I directors nominated by the Board to serve until the 2020 annual meeting of stockholders and until their successors are elected and duly qualified, (2) ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017, and (3) approval of the Company’s Employee Stock Purchase Plans.
(b) The voting results are as follows:
Proposal 1 — Election of Directors
| | | | | | | | | |
| | | | | | Broker |
Names | | For | | Withheld | | Non-Votes |
Mala Anand | | 74,605,646 | | | 1,805,566 | | | 1,463,340 | |
Ruben J. King-Shaw, Jr. | | 74,604,740 | | | 1,806,472 | | | 1,463,340 | |
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
| | | |
For | | 77,793,727 | |
Against | | 29,711 | |
Abstentions | | 51,114 | |
Broker Non-Votes | | — | |
Proposal 3 — Approval of Employee Stock Purchase Plans
8,076,305 | | | |
For | | 68,076,305 | |
Against | | 8,293,738 | |
Abstentions | | 41,169 | |
Broker Non-Votes | | 1,463,340 | |
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.
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| COTIVITI HOLDINGS, INC. |
| | | |
| By: | /s/ JONATHAN OLEFSON |
| | Name: Jonathan Olefson |
| | Title: Senior Vice President, General Counsel and Secretary |
| | | |
Date: May 25, 2017 | | | |
