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USMD HOLDINGS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 11, 2014



Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers; Compensatory Arrangements of Certain

Officers.

(e) As described in Item 5.07 below, USMD Holdings, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting") on June 6, 2014. At the Annual Meeting, the Company's stockholders approved an amendment to the USMD Holdings, Inc. 2010 Equity Compensation Plan (the "Plan"). The amendment to the Plan had previously been unanimously adopted by the Company's Board of Directors, subject to stockholder approval at the Annual Meeting.

The Plan allows the Company to grant certain employees (including its principal executive officer, principal financial officer and other named executive officers), consultants, advisors and non-employee directors incentive stock options, nonqualified stock options, stock appreciation rights and restricted stock. Awards are subject to the terms, conditions and limitations of the Plan and as may be determined by the Board of Directors. The amendment approved by the stockholders at the Annual Meeting increased the number of shares of common stock authorized for issuance under the Plan from 1,000,000 to 2,500,000. The amendment to the Plan is attached hereto as Exhibit 10.1.

A description of the material terms of the Plan is set forth in the Company's definitive proxy statement (the "Proxy Statement"), filed with the Securities and Exchange Commission on April 30, 2014, which description is incorporated herein by reference. The description in the Proxy Statement and the description of the Plan contained herein are qualified in their entirety by reference to the complete Plan.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Company held its Annual Meeting on June 6, 2014.

(b) At the Annual Meeting, the Company submitted three proposals, more fully described in the Proxy Statement, to its stockholders for approval. At the Annual Meeting, 9,567,466 shares of common stock were represented in person or by proxy, which constituted 94.3% of the 10,145,634 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting as of April 17, 2014, the record date. A brief description of the proposal and the final results of the stockholder vote for each proposal are set forth below.

Proposal 1: The Company's stockholders elected all eleven director nominees to serve as members of the Company's board of directors until the Company's 2015 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified. Nominee for Director For Withheld Broker Non-Votes John M. House, M.D. 9,046,083 47,788 473,595 Steven Brock, M.D. 9,049,585 44,286 473,595 Darcie Bundy 9,084,202 9,669 473,595 Breaux Castleman 9,084,202 9,669 473,595 M. Patrick Collini, M.D. 9,058,089 35,782 473,595 Charles Cook, M.D. 9,084,302 9,569 473,595 Russell Dickey, M.D. 9,049,585 44,286 473,595 Gary Rudin 9,047,970 45,901 473,595 James Saalfield, M.D. 9,058,089 35,782 473,595 Paul Thompson, M.D. 9,062,228 31,643 473,595 Khang Tran, M.D. 9,043,630 50,241 473,595



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Proposal 2: The Company's stockholders ratified the appointment of Grant Thornton, L.L.P. as the independent auditor of the Company for the fiscal year ending December 31, 2014.

For Against Abstain Broker Non-Votes 9,548,420 18,946 100 473,595



Proposal 3: The Company's stockholders approved an amendment to the USMD Holdings, Inc. 2010 Equity Compensation Plan.

For Against Abstain Broker Non-Votes 8,874,515 219,236 120 473,595



Item 9.01 Financial Statements and Exhibits

(d) Exhibits 10.1 First Amendment to USMD Holdings, Inc. 2010 Equity Compensation Plan



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Source: Edgar Glimpses


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