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KINDRED HEALTHCARE, INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events

May 23, 2014



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

On May 22, 2014, Kindred Healthcare, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"). As set forth below, at the Annual Meeting, the Company's shareholders voted to approve the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated (the "2011 Stock Incentive Plan"). A summary of the material terms of the 2011 Stock Incentive Plan is set forth on pages 67-76 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 3, 2014 (the "Proxy Statement") and is incorporated by reference herein. The description of the material terms of the 2011 Stock Incentive Plan is qualified by reference to the full text of the 2011 Stock Incentive Plan, which is included as Appendix A to the Proxy Statement.

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

At the Annual Meeting (held May 22, 2014), the Company's shareholders voted to elect the following board members to terms expiring at the Company's 2015 Annual Meeting of Shareholders: Joel Ackerman, Jonathan D. Blum, Thomas P. Cooper, M.D., Paul J. Diaz, Heyward R. Donigan, Richard Goodman, Christopher T. Hjelm, Frederick J. Kleisner, John H. Short, Ph.D. and Phyllis R. Yale.

In addition to electing directors, the Company's shareholders approved the Company's executive compensation program, and the 2011 Stock Incentive Plan, ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2014 and approved a shareholder proposal from the Firefighters' Pension System of the City of Kansas City, Missouri Trust requesting the Board of Directors to seek shareholder approval of future severance agreements with senior executives that provide benefits exceeding a certain specified amount.

The final voting results on these matters were as follows:

1. Election of Directors: Name For Against Abstain Broker Non-Votes a. Joel Ackerman 46,569,392 2,367,691 144,170 2,241,448 b. Jonathan D. Blum 46,569,633 2,367,317 144,303 2,241,448 c. Thomas P. Cooper, M.D. 47,755,262 1,179,925 146,066 2,241,448 d. Paul J. Diaz 48,146,950 789,668 144,635 2,241,448 e. Heyward R. Donigan 48,268,074 666,223 146,956 2,241,448 f. Richard Goodman 48,262,584 675,885 142,784 2,241,448 g. Christopher T. Hjelm 48,131,177 803,649 146,427 2,241,448 h. Frederick J. Kleisner 46,582,358 2,352,468 146,427 2,241,448 i. John H. Short, Ph.D. 48,145,741 791,291 144,221 2,241,448 j. Phyllis R. Yale 46,590,292 2,349,226 141,735 2,241,448



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2. Non-binding advisory vote to approve the compensation of the Company's named executive officers disclosed in the Company's 2014 Proxy Statement: For Against Abstain Broker Non-Votes 44,897,186 3,897,576 286,491 2,241,448 3. Proposal to approve the 2011 Stock Incentive Plan: For Against Abstain Broker Non-Votes 41,435,577 7,497,252 148,424 2,241,448 4. Proposal to ratify the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm for fiscal year 2014: For Against Abstain Broker Non-Votes 50,590,286 592,122 140,293 - 5. Shareholder proposal requesting the Company's Board of Directors to seek shareholder approval of future severance agreements with senior executives that provide benefits exceeding a certain specified amount: For Against Abstain Broker Non-Votes 35,914,538 13,009,800 156,915 2,241,448



Item 8.01. Other Events.

Incorporated by reference is a press release issued by the Company on May 22, 2014 announcing the vote results from the Annual Meeting, which is attached hereto as Exhibit 99.1. Also on May 22, 2014, the Company issued an additional press release announcing that Phyllis R. Yale has been named Chair of the Company's Board of Directors. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Exhibits. (d) Exhibits Exhibit 99.1 Press release (annual meeting) dated May 22, 2014. Exhibit 99.2 Press release (Yale) dated May 22, 2014.



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Source: Edgar Glimpses


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