Tivity Health (TVTY) 8-K Submission of Matters to a Vote of Security Holders

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 20, 2021 (May 20, 2021)

TIVITY HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19364	62-1117144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Cool Springs Boulevard Franklin, Tennessee	37067
(Address of principal executive offices)	(Zip Code)

(800) 869-5311

(Registrant's telephone number, including area code)

(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	Name of each exchange on which registered
Common Stock - $.001 par value	TVTY	The Nasdaq Stock Market LLC

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 5.07.  Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Stockholders (“Annual Meeting”) of Tivity Health, Inc. (the “Company”) was held on May 20, 2021, at which a total of 44,527,414 shares of the Company's common stock, out of a total of 49,234,409 shares of the Company's common stock outstanding and entitled to vote, were present in person or represented by proxies.

(b) The following proposals were voted upon at the Annual Meeting:

(i) To elect Richard M. Ashworth, Sara J. Finley, Robert J. Greczyn, Jr., Beth M. Jacob, Bradley S. Karro, Erin L. Russell, and Anthony M. Sanfilippo as directors of the Company. The results of the election of the above-mentioned nominees were as follows:

	For	Against	Abstain from Voting	Broker Non-Votes
Richard M. Ashworth	42,320,729	64,681	5,173	2,136,831
Sara J. Finley	41,768,085	617,997	4,501	2,136,831
Robert J. Greczyn, Jr.	40,999,539	1,384,332	6,712	2,136,831
Beth M. Jacob	42,122,125	257,180	11,278	2,136,831
Bradley S. Karro	41,928,648	435,234	26,701	2,136,831
Erin L. Russell	42,286,348	98,226	6,009	2,136,831
Anthony M. Sanfilippo	42,250,406	119,269	20,908	2,136,831

(ii) To consider and act upon a non-binding, advisory vote to approve compensation of the Company's named executive officers. The voting results were as follows:

For	Against	Abstain from Voting	Broker Non-Votes
32,548,391	9,824,009	18,183	2,136,831

(iii) To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2021. The voting results were as follows:

For	Against	Abstain from Voting	Broker Non-Votes
44,472,461	46,555	8,398	N/A

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.

TIVITY HEALTH, INC.
By:	/s/ Adam Holland
	Name: Adam Holland
	Title: Chief Financial Officer

Date:  May 20, 2021