FALSE000101473900010147392024-05-152024-05-15

 
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 15, 2024

OPCH_Logo.jpg

OPTION CARE HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-11993
05-0489664
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
3000 Lakeside Dr. Suite 300N, Bannockburn, IL 60015
(Address of principal executive offices)
 
(312) 940-2443
(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:
☐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))
 
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  ☐
 
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. ¨


Securities registered pursuant to Section 12(b) of the Act:
Title of each ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareOPCHNasdaq Global Select Market






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in more detail below under Item 5.07, at the 2024 Annual Meeting of Shareholders on May 15, 2024 (the “Annual Meeting”), the stockholders of Option Care Health, Inc. (the “Company”) approved the Option Care Health, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Plan”). The Amended 2018 Plan includes the following material changes: (i) increases the shares available for issuance under the plan by 4,000,000 shares, (ii) expands the categories of eligible service providers to include all employees and certain consultants, (iii) extends the term of the plan to May 15, 2034, and (iv) removes certain references to Section 162(m) of the Internal Revenue Code and corresponding performance-based compensation award limits. The material terms of the Amended 2018 Plan are described in the Company’s proxy statement for the Annual Meeting filed on April 3, 2024, which description is incorporated herein by reference.

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

At the Annual Meeting, the stockholders (1) elected all of the Company's nominees for director, (2) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, (3) approved the Company's executive compensation on a non-binding advisory basis, and (4) approved the Amended 2018 Plan.

The final voting results on each of the matters submitted to a vote are as follows:

1. Election of twelve directors for a term expiring at the next annual meeting of stockholders of the Company and until their successors are elected and qualified:
NameForWithheldBroker Non-Votes
John J. Arlotta153,917,4272,534,1486,492,483
Elizabeth Q. Betten154,884,6701,566,9056,492,483
Elizabeth D. Bierbower154,888,9111,562,6646,492,483
Barbara W. Bodem154,475,7301,975,8456,492,483
Eric K. Brandt129,277,99327,173,5826,492,483
Natasha Deckmann, M.D.153,651,3842,800,1916,492,483
David W. Golding154,057,8642,393,7116,492,483
Harry M. Jansen Kraemer, Jr.149,115,9357,335,6406,492,483
R. Carter Pate154,765,6281,685,9476,492,483
John C. Rademacher154,888,2801,563,2956,492,483
Timothy P. Sullivan153,812,5042,639,0716,492,483
Norman L. Wright154,430,1152,021,4606,492,483
2. Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
ForAgainstAbstainBroker Non-Votes
161,119,5711,054,114770,373N/A
3. Non-binding advisory approval of executive officer compensation:
ForAgainstAbstainBroker Non-Votes
78,736,89576,928,686785,9946,492,483




4. Approval of the Amended and Restated 2018 Equity Incentive Plan:
ForAgainstAbstainBroker Non-Votes
153,166,5572,502,016783,0026,492,483



   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.
 
Option Care Health, Inc.
Date:May 17, 2024By:/s/ Michael Shapiro
Michael Shapiro
Chief Financial Officer

v3.24.1.1.u2
Cover
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name OPTION CARE HEALTH, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-11993
Entity Tax Identification Number 05-0489664
Entity Address, Address Line One 3000 Lakeside Dr.
Entity Address, Address Line Two Suite 300N
Entity Address, City or Town Bannockburn
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60015
City Area Code 312
Local Phone Number 940-2443
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol OPCH
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0001014739
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