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RCM R1 RCM

Filed: 21 May 21, 8:12am

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
Date of Report (Date of earliest event reported): May 20, 2021
____________
R1 RCM Inc.
(Exact Name of Registrant as Specified in Charter)  
 ____________
Delaware001-3474602-0698101
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
401 North Michigan Avenue60611
Chicago
Illinois
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (312) 324-7820
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareRCMNASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 20, 2021, R1 RCM Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Third Amended and Restated 2010 Stock Incentive Plan (the “Amended Plan”). The Amended Plan amends and restates the Company’s Second Amended and Restated 2010 Stock Incentive Plan and authorizes the issuance of an additional 9.6 million shares of the Company’s common stock pursuant to awards. The material terms of the Amended Plan are summarized on pages 12 through 26 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2021 (the “Proxy Statement”), which description is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The description of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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

On May 20, 2021, at the Annual Meeting, the Company’s stockholders voted on the following proposals, with the following results:

1. The following nominees were elected to the Company’s board of directors as directors for terms ending at the 2022 annual meeting of stockholders:

ForWithheldBroker Non-Votes
Michael C. Feiner198,698,872 30,516,615 14,983,973 
Joseph Flanagan214,600,199 14,615,288 14,983,973 
John B. Henneman, III221,738,309 7,477,178 14,983,973 
Alex J. Mandl225,353,500 3,861,987 14,983,973 
Neal Moszkowski157,278,411 71,937,076 14,983,973 
Ian Sacks182,022,349 47,193,138 14,983,973 
Jill Smith225,089,656 4,125,831 14,983,973 
Anthony J. Speranzo209,249,986 19,965,501 14,983,973 
Anthony R. Tersigni209,265,587 19,949,900 14,983,973 
Albert R. Zimmerli208,392,262 20,823,225 14,983,973 

2. The Amended Plan was approved:

For:219,920,173 
Against:9,243,275 
Abstain:52,039 
Broker Non-Votes:14,983,973 




3. The compensation of the Company’s named executive officers, on a non-binding advisory basis, was approved:

For:226,744,738 
Against:2,296,000 
Abstain:174,749 
Broker Non-Votes:14,983,973 

4. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified:

For:243,517,561 
Against:649,602 
Abstain:32,297 

5. David M. Dill was elected to the Company's board of directors as director for a term ending at the 2022 annual meeting of stockholders:

For:221,466,777 
Withheld:6,345,827 
Broker Non-Votes:16,386,856 

Item 9.01 Financial Statements and Exhibits.





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.

R1 RCM INC.
Date: May 21, 2021
By:       /s/ Rachel Wilson                                                  
 Name:  Rachel Wilson
 Title:    Chief Financial Officer