UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2021
ModivCare Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34221 | 86-0845127 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
6900 Layton Avenue, 12th Floor Denver, Colorado | 80237 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 303-728-7003 |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 Par Value | MODV | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 15, 2021, ModivCare Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, all proposed measures passed, and the director nominees recommended were elected. The final voting results for each of the matters and candidates submitted to a vote of stockholders at the Annual Meeting are as follows:
a) | The election of three (3) Class 3 Directors, each to serve for a three-year term until the 2024 annual meeting of stockholders: |
Name of Nominee | Votes For | Against | Abstentions | Broker Non-Votes | ||||||||||||
Todd J. Carter | 12,388,808 | 84,253 | 15,086 | 473,914 | ||||||||||||
Frank J. Wright | 12,080,085 | 392,976 | 15,086 | 473,914 | ||||||||||||
Garth Graham, MD | 12,420,290 | 52,772 | 15,085 | 473,914 |
b) | The non-binding advisory vote to approve the Company’s named executive officer compensation: |
Votes For: | 12,188,500 | |||
Votes Against: | 190,311 | |||
Abstentions: | 109,336 | |||
Broker Non-Votes: | 473,914 |
c) | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year: |
Votes For: | 12,882,345 | |||
Votes Against: | 64,560 | |||
Abstentions: | 15,156 | |||
Broker Non-Votes: | N/A |
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. | Exhibit Description | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MODIVCARE INC. | |||
Date: June 17, 2021 | By: | /s/ L. Heath Sampson | |
Name: | L. Heath Sampson | ||
Title: | Chief Financial Officer |