Current Report Filing (8-k)
May 26 2016 - 8:02AM
Edgar (US Regulatory)
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 25, 2016
KINDRED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14057
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61-1323993
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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680 South Fourth Street
Louisville, Kentucky
(Address of principal executive offices)
40202
(Zip Code)
Registrants telephone number, including area code: (502) 596-7300
Not Applicable
(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 to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Kindred Healthcare, Inc. (the Company) entered into an indemnification agreement, dated as of May 25, 2016, with
Mr. Paul J. Diaz, the Companys former Executive Vice Chairman of the Board and a current director.
The indemnification
agreement entered into between the Company and Mr. Diaz is the Companys standard form of indemnification agreement, a copy of which was filed as Exhibit 10.7 to the Companys Form 10-K for the year ended December 31, 2015 (Comm.
File No. 001-14057). The indemnification agreement provides indemnity, including the advancement of expenses, against liabilities incurred in the performance of Mr. Diazs duties to the fullest extent permitted by the General
Corporation Law of the State of Delaware.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 25, 2016, the Company held
its 2016 Annual Meeting of Shareholders (the Annual Meeting). At the Annual Meeting, the Companys shareholders voted to elect the following board members to terms expiring at the Companys 2017 Annual Meeting of Shareholders:
Joel Ackerman, Jonathan D. Blum, Benjamin A. Breier, Thomas P. Cooper, M.D., Paul J. Diaz, Heyward R. Donigan, Richard Goodman, Christopher T. Hjelm, Frederick J. Kleisner, Sharad Mansukani, M.D., and Phyllis R. Yale.
In addition to electing directors, the Companys shareholders approved the Companys executive compensation program and ratified the
appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for fiscal year 2016.
The
final voting results on these matters were as follows:
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1.
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Election of Directors:
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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a. Joel Ackerman
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74,624,763
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792,466
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32,940
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4,380,988
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b. Jonathan D. Blum
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74,603,934
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805,788
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40,447
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4,380,988
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c. Benjamin A. Breier
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74,659,690
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756,801
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33,678
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4,380,988
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d. Thomas P. Cooper, M.D.
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74,541,630
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873,824
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34,715
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4,380,988
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e. Paul J. Diaz
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74,649,691
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766,113
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34,365
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4,380,988
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f. Heyward R. Donigan
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74,611,001
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804,106
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35,062
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4,380,988
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g. Richard Goodman
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74,574,895
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840,848
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34,426
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4,380,988
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h. Christopher T. Hjelm
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74,673,654
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741,951
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34,564
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4,380,988
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i. Frederick J. Kleisner
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74,605,863
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809,331
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34,975
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4,380,988
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j. Sharad Mansukani, M.D.
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75,022,540
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393,006
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34,563
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4,380,988
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k. Phyllis R. Yale
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74,617,408
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797,877
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34,884
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4,380,988
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2.
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Non binding advisory vote to approve the compensation of the Companys named executive officers disclosed in the Companys 2016 Proxy Statement:
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For
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Against
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Abstain
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Broker Non-Votes
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63,414,768
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11,891,794
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143,607
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4,380,988
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3.
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Proposal to ratify the appointment of PricewaterhouseCoopers, LLP as the Companys independent registered public accounting firm for fiscal year 2016:
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For
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Against
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Abstain
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Broker Non-Votes
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79,250,745
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488,175
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92,237
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0
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Incorporated by reference is a press release issued by the Company on
May 25, 2016 announcing the vote results from the Annual Meeting, which is attached hereto as Exhibit 99.1.
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Exhibit
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Description
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99.1
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Press release dated May 25, 2016.
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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 hereto duly authorized.
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KINDRED HEALTHCARE, INC.
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Date: May 26, 2016
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By:
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/s/ Joseph L. Landenwich
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Joseph L. Landenwich
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General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Press release dated May 25, 2016.
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