Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers. (e) Compensatory Arrangements of Certain Officers On
June 17, 2014at the annual meeting of stockholders, the stockholders of DaVita HealthCare Partners Inc.(the "Company") approved an amendment and restatement (the "Amendment and Restatement") of the DaVita Inc.2011 Incentive Award Plan (the "2011 Plan"), which was approved by the Company's Board of Directors on March 28, 2014, subject to stockholder approval. The Amendment and Restatement amended the performance criteria under the 2011 Plan to permit the grant of performance-based awards tied to the achievement of additional performance criteria, which include non-financial performance targets that the Board of Directors believes to be critical to the Company's performance. The 2011 Plan authorizes the Compensation Committee of the Board of Directors (or, if the Board of Directors determines, another committee of the Board of Directors) to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock units, restricted stock, performance-based awards, dividend equivalents, stock payments, deferred stock unit awards and deferred stock awards structured by the Compensation Committee within parameters set forth in the 2011 Plan, for the purpose of providing the Company's directors, employees and consultants with equity compensation, incentives and rewards for performance. The maximum number of shares of the Company's common stock that may be issued under the 2011 Plan is 47,178,338. If any shares subject to an award under the 2011 Plan that is not a Full Value Award are forfeited or expire or such award is settled for cash, then any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2011 Plan. To the extent that a Full Value Award is forfeited or expires or such award is settled for cash, the shares available under the 2011 Plan will be increased by 3.5 shares subject to such Full Value Award. However, any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any award and any shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on its exercise may not be used again for new grants. The Board of Directors may terminate, amend or modify the 2011 Plan at any time; however, except to the extent permitted by the 2011 Plan in connection with certain changes in capital structure, stockholder approval must be obtained for any amendment to (i) increase the number of shares available under the 2011 Plan, (ii) reduce the per share exercise price of the shares subject to any option or stock appreciation right below the per share exercise price as of the date the option or stock appreciation right was granted, and (iii) cancel any option or stock appreciation right in exchange for cash or another award when the option or stock appreciation right price per share exceeds the fair market value of the underlying shares, except with respect to any Substitute Award. The foregoing summary description of the 2011 Plan is qualified in its entirety by reference to the actual terms of the 2011 Plan attached as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commissionon April 28, 2014. --------------------------------------------------------------------------------
Item 5.07. Submission of Matters to Vote of Security Holders.
June 17, 2014, the Company held its annual meeting of stockholders in Denver, Colorado. Represented in person or by proxy at the annual meeting were 181,539,660 shares of the Company's common stock, or 84.75% of its outstanding shares of common stock. The results of matters submitted to a stockholder vote at the annual meeting are as follows:
Item 1. Election of Directors.
Ten board nominees for director were elected by a majority of the votes cast for a term of one year or until their successors are duly elected and qualified. The voting results are as follows: Name of Nominee For Against Abstain Broker non-votes Pamela M. Arway 163,531,819 1,419,632 1,050,078 15,538,131 Charles G. Berg 164,590,244 358,035 1,053,250 15,538,131 Carol Anthony ("John") Davidson 164,605,497 346,528 1,049,504 15,538,131 Paul J. Diaz 163,554,132 1,396,441 1,050,956 15,538,131 Peter T. Grauer 161,917,074 3,032,462 1,051,993 15,538,131 Robert J. Margolis 163,924,319 1,024,730 1,052,480 15,538,131 John M. Nehra 164,006,089 941,957 1,053,483 15,538,131 William L. Roper 164,034,474 964,838 1,002,217 15,538,131 Kent J. Thiry 161,107,255 3,435,883 1,458,391 15,538,131 Roger J. Valine 163,477,226 1,472,454 1,051,849 15,538,131
Item 2. Ratification of appointment of independent registered public accounting
The stockholders ratified the appointment of
For Against Abstain 178,441,890 2,026,521 1,071,249
Item 3. Advisory vote on executive compensation.
The proposal received the vote of a majority of the shares represented and entitled to vote at the meeting. The voting results are as follows:
For Against Abstain Broker non-votes 155,539,906 9,157,043 1,304,580 15,538,131
Item 4. Approval of the amendment and restatement of the
Incentive Award Plan.
A proposal to approve an amendment and restatement of the
For Against Abstain Broker non-votes 157,412,462 7,547,080 1,041,987 15,538,131
Item 5. Stockholder proposal regarding the board chairmanship.
The proposal received the vote of less than a majority of the shares represented and entitled to vote at the meeting. The voting results are as follows:
For Against Abstain Broker non-votes 30,564,138 129,473,242 5,964,149 15,538,131
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Incorporated by Reference No. Exhibit Description Form File No. Exhibit(s) Filing Date