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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 16, 2022
Commission File Number: 001-39289
cano-20220516_g1.jpg
__________________________________________
Cano Health, Inc.
(Exact name of registrant as specified in its charter)
__________________________________________

Delaware
(State or other jurisdiction of incorporation or organization)

9725 NW 117th Avenue, Miami, FL
(Address of principal executive offices)

98-1524224
(IRS Employer Identification No.)

33178
(Zip Code)
(855) 226-6633
(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:

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par value per shareCANOThe New York Stock Exchange
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per shareCANO/WSThe New York Stock Exchange
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 May 16, 2022, Cano Health, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). There were 481,749,071 shares of the Company’s Class A common stock and Class B common stock outstanding and entitled to vote at the Annual Meeting. 433,064,494 shares of the Company’s Class A common stock and Class B common stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum for the purpose of transacting business.

At the Annual Meeting, the Company’s stockholders voted upon the following four matters:

1. The election of Dr. Lewis Gold, Barry S. Sternlicht and Solomon D. Trujillo as Class I directors, each to serve on the Company’s Board of Directors for a three-year term and until their respective successors are duly elected and qualified.

2. The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.

3. The approval of a non-binding advisory resolution on whether an advisory vote on executive compensation should be held every one, two or three years.

4. The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

The final voting results for each proposal are set forth below:

Proposal 1 - Election of Class I Directors

Director NomineeVotes ForWithheldBroker Non-Vote
Dr. Lewis Gold389,739,71024,442,79118,881,993
Barry S. Sternlicht366,809,59047,372,91118,881,993
Solomon D. Trujillo392,105,68922,076,81218,881,993

Each of the three director nominees listed above received the number of votes set forth opposite his name, constituting in each case a plurality of the votes cast at the Annual Meeting for the election of such director to serve on the Board of Directors for a term of three years and until his successor is duly elected and qualified.

Proposal 2 - Advisory Vote on Compensation of Named Executive Officers
Number
Votes For400,342,807
Votes Against13,314,689
Abstentions525,005
Broker Non-Votes18,881,993

The non-binding advisory resolution regarding the compensation of the Company’s named executive officers was approved by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting.

Proposal 3 - Advisory Vote on Frequency of an Advisory Vote on Compensation of Named Executive Officers

1 Year2 Years3 YearsAbstentionsBroker Non-Vote
410,348,9281,448,818133,4352,251,32018,881,993

An advisory vote on executive compensation to be held annually received the highest number of votes of the shares of common stock present or represented by proxy at the Annual Meeting.










Proposal 4 - Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2022

Number
Votes For414,996,206
Votes Against17,977,823
Abstentions90,465

The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting.





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.

CANO HEALTH, INC.
Date: May 18, 2022By:/s/ Brian D. Koppy
Name:Brian D. Koppy
Title:Chief Financial Officer



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