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SURGICAL CARE AFFILIATES, 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 6, 2014



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

On June 5, 2014, Surgical Care Affiliates, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders, at which the Company's stockholders approved the Surgical Care Affiliates Teammate Stock Purchase Plan (the "Plan"). Pursuant to the Plan, the Company is authorized to sell up to an aggregate of 500,000 shares of its common stock to its employees, including executive officers, at the purchase prices set forth in the Plan, subject to the limitations set forth in the Plan. The Plan provides employees of the Company with an opportunity to purchase shares of the Company's common stock through accumulated payroll deductions. The Plan is intended to qualify as an "employee stock purchase plan" as defined in Section 423 of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

A more detailed description of the Plan is set forth on pages 42-44 of the Company's definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 25, 2014. That description and the above summary are not complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On June 5, 2014, the Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:

Proposal 1 - Election of Class I Directors. The stockholders elected each of the director nominees to serve as Class I directors until the Company's 2017 annual meeting of stockholders and until their successors have been elected and qualified. The three nominees were current Class I directors of the Company who were re-elected. The voting for each of the directors at the Annual Meeting was as follows:

Name Votes For Votes Against Abstentions Broker Non-Votes Todd B. Sisitsky 31,909,466 2,476,182 514,395 312,659 Sharad Mansukani, M.D. 28,763,289 5,621,659 515,095 312,659 Jeffrey K. Rhodes 31,909,550 2,475,098 515,395 312,659



Proposal 2 - Approval of the Teammate Stock Purchase Plan. The stockholders approved the Surgical Care Affiliates Teammate Stock Purchase Plan. The result of the vote taken at the Annual Meeting was as follows:

Votes For Votes Against Abstentions Broker Non-Votes 34,564,552 32,176 303,315 312,659



Proposal 3 - Ratification of Appointment of Independent Registered Public Accountants. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the year ending December 31, 2014. The result of the vote taken at the Annual Meeting was as follows:

Votes For Votes Against Abstentions 35,201,191 10,423 1,088 2



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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description of Exhibit 10.1 Surgical Care Affiliates Teammate Stock Purchase Plan 3



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Source: Edgar Glimpses


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