ModivCare Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$MODV
Transportation Services
Consumer Discretionary
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): June 11, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| | |||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(303 ) 728-7012
Registrant’s telephone number, including area code:
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 class | Trading Symbol(s) | Name of exchange on which registered | ||||||
| ¨ | 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 11, 2024, ModivCare Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, all proposed measures passed, and the recommended director nominees were elected.
The final voting results for each of the matters and candidates submitted to a vote of stockholders at the 2024 Annual Meeting are as follows:
a.The election of six directors, each to serve for a one-year term until the 2025 annual meeting of stockholders:
| Name of Nominee | Votes For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Todd J. Carter | 11,884,412 | 236,055 | 854 | 1,071,950 | ||||||||||||||||||||||
| David A. Coulter | 11,731,817 | 388,575 | 929 | 1,071,950 | ||||||||||||||||||||||
| Garth Graham | 11,849,151 | 271,322 | 848 | 1,071,950 | ||||||||||||||||||||||
| Leslie V. Norwalk | 8,008,186 | 4,112,223 | 912 | 1,071,950 | ||||||||||||||||||||||
| Rahul Samant | 8,597,063 | 3,523,302 | 956 | 1,071,950 | ||||||||||||||||||||||
| L. Health Sampson | 11,926,159 | 194,314 | 848 | 1,071,950 | ||||||||||||||||||||||
b.The non-binding advisory vote to approve the Company’s named executive officer compensation:
| Votes For: | 9,729,519 | |||||||
| Votes Against: | 2,363,656 | |||||||
| Abstentions: | 28,146 | |||||||
| Broker Non-Votes: | 1,071,950 | |||||||
c.The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year:
Votes For: | 13,163,183 | |||||||
Votes Against: | 29,091 | |||||||
Abstentions: | 997 | |||||||
Broker Non-Votes: | Not Applicable | |||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | 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 12, 2024 | By: | /s/ L. Heath Sampson | ||||||||||||||||||
| Name: | L. Heath Sampson | |||||||||||||||||||
| Title: | President and Chief Executive Officer | |||||||||||||||||||