0001220754FALSE00012207542024-06-112024-06-11

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): June 11, 2024
ModivCare Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3422186-0845127
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification No.)

6900 Layton Avenue, 12th Floor
Denver, Colorado80237
(Address of principal executive offices)(Zip Code)

(303728-7012
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.001 par value per shareMODVThe NASDAQ Global Select Market
¨
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.
¨






Item 5.07 Submission of Matters to a Vote of Security Holders

On June 11, 2024, ModivCare Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, all proposed measures passed, and the recommended director nominees were elected.
The final voting results for each of the matters and candidates submitted to a vote of stockholders at the 2024 Annual Meeting are as follows:

a.The election of six directors, each to serve for a one-year term until the 2025 annual meeting of stockholders:

Name of NomineeVotes ForAgainstAbstentionsBroker Non-Votes
Todd J. Carter11,884,412236,0558541,071,950
David A. Coulter11,731,817388,5759291,071,950
Garth Graham11,849,151271,3228481,071,950
Leslie V. Norwalk8,008,1864,112,2239121,071,950
Rahul Samant8,597,0633,523,3029561,071,950
L. Health Sampson11,926,159194,3148481,071,950

b.The non-binding advisory vote to approve the Company’s named executive officer compensation:

Votes For:9,729,519
Votes Against:2,363,656
Abstentions:28,146
Broker Non-Votes:1,071,950

c.The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year:

Votes For:
13,163,183
Votes Against:
29,091
Abstentions:
997
Broker Non-Votes:
Not Applicable

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within Inline XBRL document).




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.
 
  MODIVCARE INC.
Date: June 12, 2024  By: /s/ L. Heath Sampson
  Name: L. Heath Sampson
  Title: President and Chief Executive Officer



v3.24.1.1.u2
Cover
Jun. 11, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 11, 2024
Entity Registrant Name ModivCare Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-34221
Entity Tax Identification Number 86-0845127
Entity Address, Address Line One 6900 Layton Avenue, 12th Floor
Entity Address, City or Town Denver,
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80237
City Area Code 303
Local Phone Number 728-7012
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol MODV
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001220754
Amendment Flag false

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