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PROVIDENCE SERVICE CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

July 29, 2014



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

The annual meeting of stockholders of The Providence Service Corporation (the "Company") was held on July 23, 2014 for the following purposes:

a) To elect one Class 2 director to serve for a three year term until the 2017 annual meeting of stockholders and until his successor has been duly elected and qualified. The nominee for director was elected by a vote of our stockholders as follows: Total Affirmative Total Votes Total Broker Votes Withheld Non-Votes Warren S. Rustand 12,099,891 416,501 462,084 b) To hold a non-binding advisory vote on executive compensation. Our stockholders approved on a non-binding advisory basis executive compensation as follows: Votes For 12,503,880 Votes Against 4,144 Abstentions 8,368 Broker Non-Votes 462,084 c) To approve an amendment to section SIXTH of the Second Amended and Restated Certificate of Incorporation of the Company to reflect that the Board of Directors will consist of not less than four nor more than eleven directors. The amendment to section SIXTH of the Second Amended and Restated Certificate of Incorporation of the Company was approved by our stockholders as follows: Votes For 11,209,542 Votes Against 1,761,705 Abstentions 7,229 Broker Non-Votes -



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d) To approve an amendment to The Providence Service Corporation 2006 Long-Term Incentive Plan. Our stockholders approved the amendment to The Providence Service Corporation 2006 Long-Term Incentive Plan as follows: Votes For 11,710,137 Votes Against 798,327 Abstentions 7,928 Broker Non-Votes 462,084 e) To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2014 fiscal year. The approval of the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2014 was approved by our stockholders as follows: Votes For 12,967,120 Votes Against 4,035 Abstentions 7,321 Broker Non-Votes -



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Source: Edgar Glimpses


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