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 17, 2023
____________
R1 RCM Inc.
(Exact Name of Registrant as Specified in Charter)
____________
| | | | | | | | |
| Delaware | 001-41428 | 87-4340782 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | |
| 433 W. Ascension Way | 84123 |
| Suite 200 |
| Murray |
| Utah |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 324-7820
(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | RCM | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 17, 2023, R1 RCM Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Fourth Amended and Restated 2010 Stock Incentive Plan (the “Amended Plan”). The Amended Plan amends and restates the Company’s Third Amended and Restated 2010 Stock Incentive Plan and authorizes the issuance of an additional four million shares of the Company’s common stock pursuant to awards. The material terms of the Amended Plan are summarized on pages 9 through 17 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2023, which description is incorporated herein by reference.
The description of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, there were present, in person or by proxy, 400,170,610 shares of the Company’s common stock representing at least a majority of the Company’s common stock issued, outstanding, and entitled to vote thereat, constituting a quorum for all matters presented at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals, with the following results:
1. The following nominees were elected to the Company’s board of directors (the “Board”) for terms ending at the 2024 annual meeting of stockholders:
| | | | | | | | | | | |
| For | Withheld | Broker Non-Votes |
| Bradford Kyle Armbrester | 385,756,961 | | 1,322,281 | | 13,091,368 | |
| Agnes Bundy Scanlan | 385,872,325 | | 1,206,917 | | 13,091,368 | |
| Brian K. Dean | 381,281,948 | | 5,797,294 | | 13,091,368 | |
| Jeremy Delinsky | 386,040,628 | | 1,038,614 | | 13,091,368 | |
| David M. Dill | 381,508,263 | | 5,570,979 | | 13,091,368 | |
| Michael C. Feiner | 380,629,590 | | 6,449,652 | | 13,091,368 | |
| Joseph Flanagan | 381,500,725 | | 5,578,517 | | 13,091,368 | |
| John B. Henneman III | 382,757,141 | | 4,322,101 | | 13,091,368 | |
| Matthew Holt | 385,248,217 | | 1,831,025 | | 13,091,368 | |
| Neal Moszkowski | 373,591,400 | | 13,487,842 | | 13,091,368 | |
| Lee Rivas | 386,020,276 | | 1,058,966 | | 13,091,368 | |
| Ian Sacks | 380,125,029 | | 6,954,213 | | 13,091,368 | |
| Jill Smith | 377,514,829 | | 9,564,413 | | 13,091,368 | |
| Anthony J. Speranzo | 380,725,447 | | 6,353,795 | | 13,091,368 | |
| Anthony R. Tersigni | 381,130,302 | | 5,948,940 | | 13,091,368 | |
| Janie Wade | 381,572,118 | | 5,507,124 | | 13,091,368 | |
2. The Company's Fourth Amended and Restated 2010 Stock Incentive Plan to increase the number of shares authorized for issuance under the Company’s Third Amended and Restated 2010 Stock Incentive Plan by four million shares was approved:
| | | | | |
| For: | 374,056,833 | |
| Against: | 12,980,590 | |
| Abstain: | 41,819 | |
| Broker Non-Votes: | 13,091,368 | |
3. The Company’s stockholders approved, on an advisory basis, every three years as the frequency of advisory stockholder votes on the compensation of the Company’s named executive officers:
| | | | | |
| One Year: | 95,872,725 | |
| Two Years: | 10,684 | |
| Three Years: | 291,148,406 | |
| Abstain: | 47,427 | |
| Broker Non-Votes: | 13,091,368 | |
The Board has taken the above results into consideration and determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers every three years, until such time as the next advisory vote is submitted to stockholders regarding the frequency of advisory votes on the compensation of the Company’s named executive officers or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
4. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified:
| | | | | |
| For: | 399,734,128 | |
| Against: | 410,765 | |
| Abstain: | 25,717 | |
Item 9.01 Financial Statements and Exhibits
| | | | | | | | |
| (d) | Exhibit Number | Description |
| | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
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.
| | | | | | | | | | | |
| | R1 RCM INC. |
| | | |
| Date: May 17, 2023 | | |
| | | |
| | By: /s/ Jennifer Williams |
| | Name: Jennifer Williams |
| | Title: Chief Financial Officer |
