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 2, 2011
Assisted Living Concepts, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Nevada | | 001-13498 | | 93-1148702 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
W140 N8981 Lilly Road, Menomonee Falls, Wisconsin
| | 53051 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(262) 257-8888
| |
| |
| (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:
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 240.13e-4(c))
1
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Assisted Living Concepts, Inc. (the “Company”) was held on May 2, 2011 (“Annual Meeting”). At the Annual Meeting, the matters submitted for a vote were a proposal to elect eight directors to serve as directors until the 2012 Annual Meeting of Stockholders and until their respective successors are elected and qualified, an advisory vote on the compensation of the Company’s named executive officers, an advisory vote on the frequency of future votes on the compensation of the Company’s named executive officers, and the ratification of the appointment of Grant Thornton LLP as the Company’s independent auditor for 2011.
A total of 7,464,263 shares of Class A Common Stock and 1,377,423 shares of Class B Common Stock were represented at the meeting in person or by proxy. Each share of Class A Common Stock was entitled to one vote and each share of Class B Common Stock was entitled to ten votes. Accordingly, a total of 21,238,493 votes were represented at the meeting. As of the record date for the meeting, there were 10,003,069 shares outstanding of Class A Common Stock and 1,468,553 shares outstanding of Class B Common Stock.
All of the nominated directors were elected. The results of the vote on the election of directors were:
| | | | | | | | | | | | | |
| Name | | For | | | Withheld | | | Broker Non-Votes | |
| Laurie A. Bebo | | | 20,587,711 | | | | 217,453 | | | | 433,329 | |
| Alan Bell | | | 20,631,137 | | | | 174,027 | | | | 433,329 | |
| Derek H.L. Buntain | | | 19,981,468 | | | | 823,696 | | | | 433,329 | |
| David J. Hennigar | | | 17,424,380 | | | | 3,380,784 | | | | 433,329 | |
| Malen S. Ng | | | 20,631,137 | | | | 174,027 | | | | 433,329 | |
| Melvin A. Rhinelander | | | 20,586,994 | | | | 218,170 | | | | 433,329 | |
| Charles H. Roadman II, MD | | | 20,631,097 | | | | 174,067 | | | | 433,329 | |
| Michael J. Spector | | | 20,631,077 | | | | 174,087 | | | | 433,329 | |
The advisory vote on the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, approved such compensation. The results of the advisory vote on the compensation for the Company’s named executive officers were:
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 20,771,340 | | 31,693 | | 2,131 | | 433,329 |
The frequency of future advisory votes on the compensation paid to the Company’s named executive officers receiving the greatest number of votes was three years. The results of the vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers were:
| | | | | | | | | |
| Three Years | | Two Years | | One Year | | Abstain | | Broker Non-Votes |
| 15,079,055 | | 13,518 | | 5,710,130 | | 2,461 | | 433,329 |
In accordance with the voting results on this item, the Company’s Board of Directors has determined that the Company will hold an advisory vote on executive compensation every three years until the next stockholder vote on the frequency of stockholder votes on the compensation of executives. The next required vote on the frequency will be in six years.
The appointment of Grant Thornton LLP as the Company’s independent auditor was ratified. The results of the vote on the ratification of the appointment of Grant Thornton LLP were:
| | | | | |
| For | | Against | | Abstain |
| 21,235,481 | | 2,388 | | 624 |
There were no broker non-votes on this proposal.
SIGNATURE
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.
Date: May 5, 2011
By: /s/ John Buono
John Buono
Senior Vice President,
Chief Financial Officer & Treasurer
