Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2014, the Company filed with the Securities and Exchange Commission
a Definitive Schedule 14A Consent Solicitation Statement (the "Statement") and
thereafter mailed the Statement to its shareholders of record as of May 1, 2014,
soliciting their consent to (i) the election of directors and (ii) an amendment
to the Company's 2011 Long Term Incentive Plan, and their advisory vote on (i)
executive compensation and (ii) the frequency of the "say on pay" votes. As of
July 3, 2014, the Company had received the written consent of 64% of its
shareholders of record, which represented more than a majority of the voting
power of its outstanding common stock as was required to approve the two matters
requiring a majority vote of the voting power of its outstanding common stock.
The voting results for the proposals were as follows:
Proposal One - Election of Directors
For All - 12,317,430 Withheld for All - 0
Directors Elected: Eugene Bauer, M.D., Gene Burleson, Joel Kanter, John Keefe,
William Kirby, D.O.
Proposal Two - An Amendment to the 2011 Long Term Incentive Plan
For - 12,115,909 Against - 292,431 Abstain - 0
Proposal Three - Advisory Vote on Executive Compensation
For - 12,330,930 Against - 77,410 Abstain - 0
Proposal Four - Advisory Vote on Frequency of Say-on-Pay Votes
One Year - 9,065,159 Two Years - 3,343,181 Three Years - 0 Abstain - 0