UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported): May 17, 2019
Hanger, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 1-10670 |
| 84-0904275 |
10910 Domain Drive, Suite 300
Austin, Texas 78758
(Address of principal executive offices (zip code))
(512) 777-3800
(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):
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 240.13d-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, par value $0.01 per share |
| HNGR |
| New York Stock Exchange |
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
At the Annual Meeting of Stockholders of Hanger, Inc. (the “Company”) held on May 17, 2019 (the “Annual Meeting”), the Company’s stockholders voted on five proposals as set forth below. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
1. The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of stockholders or until each of their respective successors have been duly elected and qualified:
Director Nominee |
| Shares Voted in |
| Shares Withholding |
| Broker Non-Votes |
|
Vinit K. Asar |
| 27,906,374 |
| 944,545 |
| 6,060,567 |
|
Asif Ahmad |
| 28,277,708 |
| 573,211 |
| 6,060,567 |
|
Christopher B. Begley |
| 28,263,498 |
| 587,421 |
| 6,060,567 |
|
John T. Fox |
| 28,580,121 |
| 270,798 |
| 6,060,567 |
|
Thomas C. Freyman |
| 28,531,447 |
| 319,472 |
| 6,060,567 |
|
Stephen E. Hare |
| 21,342,829 |
| 7,508,090 |
| 6,060,567 |
|
Cynthia L. Lucchese |
| 22,628,073 |
| 6,222,846 |
| 6,060,567 |
|
Richard R. Pettingill |
| 27,784,319 |
| 1,066,600 |
| 6,060,567 |
|
Kathryn M. Sullivan |
| 28,580,782 |
| 270,137 |
| 6,060,567 |
|
2. The approval, on an advisory basis, of the compensation awarded to the Company’s named executive officers. This proposal was approved as set forth below:
Shares Voted For |
| Shares Voted Against |
| Abstentions |
| Broker Non-Votes |
|
28,079,333 |
| 707,674 |
| 63,912 |
| 6,060,567 |
|
3. The approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. This proposal was approved as set forth below:
Every Year |
| Every Two Years |
| Every Three Years |
| Abstentions |
| Broker Non-Votes |
|
28,458,803 |
| 8,943 |
| 325,444 |
| 57,729 |
| 6,060,567 |
|
4. The approval of the Hanger, Inc. 2019 Omnibus Incentive Plan. This proposal was approved as set forth below:
Shares Voted For |
| Shares Voted Against |
| Abstentions |
| Broker Non-Votes |
|
25,474,359 |
| 3,349,045 |
| 27,515 |
| 6,060,567 |
|
5. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. This proposal was approved as set forth below:
Shares Voted For |
| Shares Voted Against |
| Abstentions |
|
34,690,229 |
| 190,992 |
| 30,265 |
|
The Company has considered the results from the Annual Meeting on Proposal 3, the non-binding stockholder advisory vote on the frequency of future Say on Pay votes, and, in view of the voting results and other factors taken into consideration, the Company has decided that it will hold an advisory vote on the compensation of its named executive officers every year until the next required stockholder advisory vote on the frequency of future advisory votes on executive compensation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit. The following exhibit is being filed herewith:
EXHIBIT INDEX
Exhibit No. |
| Description |
|
|
|
(10.1) |
|
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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| HANGER, INC. | ||
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| By: | /s/ Thomas E. Hartman | |
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| Thomas E. Hartman | |
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| Senior Vice President and General Counsel | |
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| Dated: May 21, 2019 |
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