Item 5.07 Submission of Matters to a Vote
of Security Holders.
On March 26, 2021, HMS Holdings Corp., a
Delaware corporation (“HMS”), held a special meeting of stockholders (the “Special Meeting”) to consider certain
proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated
December 20, 2020, by and among HMS, Gainwell Acquisition Corp., a Delaware corporation (“Gainwell”), Mustang MergerCo
Inc., a Delaware corporation and wholly owned subsidiary of Gainwell (“Merger Sub”), and Gainwell Intermediate Holding Corp.,
a Delaware corporation. The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions
set forth therein, Merger Sub will merge with and into HMS (the “Merger”), with HMS continuing as the surviving corporation
and a wholly owned subsidiary of Gainwell.
As of February 4, 2021, the record date for
the determination of stockholders entitled to vote at the Special Meeting, there were 88,637,633 shares of HMS common stock outstanding
and entitled to vote, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total
of 69,355,096 shares of HMS common stock, representing approximately 78.24% of the shares outstanding and entitled to vote, were present
by remote communication or represented by proxy, constituting a quorum to conduct business for all matters presented at the Special Meeting.
At the Special Meeting, HMS stockholders considered
three proposals, each of which is described in more detail in a definitive proxy statement filed by HMS with the Securities and Exchange
Commission (the “SEC”) on February 22, 2021 and the supplemental disclosure to the proxy statement filed by HMS with
the SEC on March 18, 2021. The final results regarding each proposal are set forth below.
Proposal No. 1 - To adopt the Merger Agreement and
approve the transactions contemplated thereby, including the Merger (the “Merger Proposal”).
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Broker
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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69,169,039
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46,461
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139,596
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-
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The Merger Proposal was approved by the requisite
vote of HMS stockholders.
Proposal No. 2 - To approve,
on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of HMS in connection
with the Merger (the “Executive Compensation Proposal”).
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Broker
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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66,387,955
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2,534,588
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432,553
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-
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The Executive Compensation Proposal was approved
by the requisite vote of HMS stockholders.
Proposal No. 3 - To approve the
adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there
are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.
Adjournment of the Special Meeting was deemed
not necessary or appropriate and was not acted upon because there were sufficient votes at the time of the Special Meeting to approve
the Merger Proposal.