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 (Date of earliest event reported)
June 11, 2012 (June 7, 2012)
ADVOCAT INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
Delaware | | 001-12996 | | 62-1559667 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
1621 Galleria Boulevard, Brentwood, TN | | 37027 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(Registrant’s telephone number, including area code)(615) 771-7575
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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company’s annual meeting of shareholders was held on June 7, 2012, and the matters voted upon at the annual meeting and the results of the votes were as follows:
(a) The nominees named below were elected to serve as members of the Board of Directors of the Company for a three-year term until the 2015 annual meeting of shareholders and until their successors are duly elected and qualified, and the voting results were as follows:
| | | | | | | | | | | | |
Nominee | | Votes For | | | Withheld | | | Broker Non-Votes | |
Kelly J. Gill | | | 3,001,335 | | | | 1,519,747 | | | | 1,098,367 | |
| | | | | | | | | | | | |
Richard M. Brame | | | 3,010,524 | | | | 1,510,558 | | | | 1,098,367 | |
| | | | | | | | | | | | |
(b) The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified, and the voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
5,115,119 | | 54,025 | | 450,305 |
The Company issued a press release regarding these results. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
Number | | Exhibit |
| |
| 99.1 | | Press Release dated June 11, 2012. |
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 thereunto duly authorized.
| | |
| | ADVOCAT INC. |
| |
| By: | | /s/ L. Glynn Riddle, Jr. |
| | L. Glynn Riddle, Jr. |
| | Chief Financial Officer |
Date: June 11, 2012
Exhibit Index
| | |
Number | | Exhibit |
| |
| 99.1 | | Press Release dated June 11, 2012. |
