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 27, 2015
KINDRED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14057 |
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61-1323993 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
680 South Fourth Street
Louisville, Kentucky
(Address of principal executive offices)
40202-2412
(Zip Code)
Registrants telephone number, including area code: (502) 596-7300
Not Applicable
(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 to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2015, Kindred Healthcare, Inc. (the Company) held
its 2015 Annual Meeting of Shareholders (the Annual Meeting). As set forth below, at the Annual Meeting, the Companys shareholders voted to approve the Kindred Healthcare, Inc. 2012 Equity Plan for Non-Employee Directors, Amended
and Restated (the 2012 Directors Plan). A summary of the material terms of the 2012 Directors Plan is set forth on pages 70-74 of the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on
April 6, 2015 (the Proxy Statement) and is incorporated by reference herein. The description of the material terms of the 2012 Directors Plan is qualified by reference to the full text of the 2012 Directors Plan, which is included
as Annex A to the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Companys shareholders voted to elect the following board members to terms expiring at the Companys 2016
Annual Meeting of Shareholders: Joel Ackerman, Jonathan D. Blum, Benjamin A. Breier, Thomas P. Cooper, M.D., Paul J. Diaz, Heyward R. Donigan, Richard Goodman, Christopher T. Hjelm, Frederick J. Kleisner and Phyllis R. Yale.
In addition to electing directors, the Companys shareholders approved the Companys executive compensation program and the 2012
Directors Plan, and ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for fiscal year 2015.
The final voting results on these matters were as follows:
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1. |
Election of Directors: |
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Name |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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a. Joel Ackerman |
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75,839,461 |
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268,502 |
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9,957 |
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3,051,439 |
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b. Jonathan D. Blum |
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75,085,262 |
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1,022,228 |
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10,430 |
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3,051,439 |
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c. Benjamin A. Breier |
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75,859,257 |
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247,791 |
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10,872 |
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3,051,439 |
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d. Thomas P. Cooper, M.D. |
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75,489,824 |
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615,764 |
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12,332 |
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3,051,439 |
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e. Paul J. Diaz |
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75,858,269 |
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248,643 |
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11,008 |
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3,051,439 |
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f. Heyward R. Donigan |
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74,920,029 |
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1,184,512 |
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13,379 |
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3,051,439 |
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g. Richard Goodman |
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75,858,181 |
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248,711 |
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11,028 |
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3,051,439 |
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h. Christopher T. Hjelm |
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75,856,096 |
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248,175 |
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13,649 |
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3,051,439 |
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i. Frederick J. Kleisner |
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63,241,902 |
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12,862,536 |
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13,482 |
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3,051,439 |
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j. Phyllis R. Yale |
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75,089,488 |
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1,017,008 |
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11,424 |
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3,051,439 |
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2. |
Non-binding advisory vote to approve the compensation of the Companys named executive officers disclosed in the Companys 2015 Proxy Statement: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
72,903,450 |
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3,191,069 |
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23,401 |
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3,051,439 |
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3. |
Proposal to approve the 2012 Directors Plan: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
70,380,144 |
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5,716,518 |
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21,258 |
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3,051,439 |
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4. |
Proposal to ratify the appointment of PricewaterhouseCoopers, LLP as the Companys independent registered public accounting firm for fiscal year 2015: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
78,603,347 |
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549,387 |
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16,625 |
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Item 8.01. Other Events.
Incorporated by reference is a press release issued by the Company on May 27, 2015 announcing the vote results from the Annual Meeting,
which is attached hereto as Exhibit 99.1.
Item 9.01. Exhibits.
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Exhibit 99.1 |
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Press release dated May 27, 2015. |
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 hereto duly authorized.
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Kindred Healthcare, Inc. |
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Date: May 28, 2015 |
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By: |
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/s/ Joseph L. Landenwich |
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Joseph L. Landenwich |
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Co-General Counsel and Corporate Secretary |
Exhibit 99.1
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Contact: |
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Susan E. Moss |
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Senior Vice President, Marketing and Communications |
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(502) 596-7296 |
KINDRED HEALTHCARE ANNOUNCES VOTING RESULTS
FOR THE 2015 ANNUAL MEETING OF SHAREHOLDERS
LOUISVILLE, Ky. (May 27, 2015) Kindred Healthcare, Inc. (the Company) (NYSE:KND) today announced the voting results of the
Companys 2015 Annual Meeting of Shareholders held on May 27, 2015.
At the annual meeting, the Companys shareholders
voted to elect the following board members to terms expiring at the Companys 2016 Annual Meeting of Shareholders: Joel Ackerman, Jonathan D. Blum, Benjamin A. Breier, Thomas P. Cooper, M.D., Paul J. Diaz, Heyward R. Donigan, Richard Goodman,
Christopher T. Hjelm, Frederick J. Kleisner and Phyllis R. Yale.
In addition to electing directors, the Companys shareholders
approved the Companys executive compensation program, the Kindred Healthcare, Inc. 2012 Equity Plan for Non-Employee Directors, Amended and Restated, and ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for fiscal year 2015.
About Kindred Healthcare
Kindred Healthcare, Inc., a top-85 private employer in the United States, is a FORTUNE 500 healthcare services company based in Louisville,
Kentucky with annual revenues of approximately $7.2 billion(1). At March 31, 2015, Kindred through its subsidiaries had approximately 102,600 employees providing healthcare services in
2,787 locations in 47 states, including 97 transitional care hospitals, 16 inpatient rehabilitation hospitals, 90 nursing centers, 21 sub-acute units, 664 Kindred at Home home health, hospice and non-medical home care sites of service, 100 inpatient
rehabilitation units (hospital-based) and a contract rehabilitation services business, RehabCare, which served 1,799 non-affiliated sites of service. Ranked as one of Fortune magazines Most Admired Healthcare Companies for six years,
Kindreds mission is to promote healing, provide hope, preserve dignity and produce value for each patient, resident, family member, customer, employee and shareholder we serve. For more information, go to www.kindredhealthcare.com. You
can also follow us on Twitter and Facebook.
(1) |
Revenues were computed by combining the twelve months ended December 31, 2014 data for Kindred, Gentiva Health Services, Inc., which was acquired by the Company on February 2, 2015, and Centerre Healthcare
Corporation, which was acquired by the Company on January 1, 2015. |
- END -
680 South Fourth Street Louisville, Kentucky 40202
502.596.7300 www.kindredhealthcare.com
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