NeueHealth Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NEUE
Medical Specialities
Health Care
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 2, 2024
(Exact name of registrant as specified in its charter)
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(612 ) 238-1321
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2024, NeueHealth, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As noted below under Item 5.07, at the Annual Meeting, the stockholders of the Company voted to approve the NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (the "Amended Plan"), which authorized an additional 2,275,000 shares of the Company's common stock to be issued under the Amended Plan, which provides for grants of stock options (both non-qualified and incentive stock options), stock appreciation rights, restricted shares or restricted stock units and other equity-based or cash-based awards to the Company’s directors, officers, employees, consultants and advisors. The Amended Plan had previously been approved by the Compensation Committee of the Company’s Board of Directors, subject to stockholder approval.
The principal features of the Amended Plan, and information about certain 2024 annual equity-based compensation awards we granted to our named executive officers upon approval of the Amended Plan, are described in detail under “PROPOSAL 4 - APPROVAL OF THE NEUEHEALTH, INC. SECOND AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on April 1, 2024 (the “Proxy Statement”). The foregoing description of the Amended Plan and such description in the Proxy Statement do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2024, the Company held the Annual Meeting. There were 5,852,578 shares of common stock represented at the Annual Meeting. The stockholders of the Company voted as follows on the following matters at the Annual Meeting:
1. Election of Directors. The ten directors standing for election to serve until the 2025 annual meeting of stockholders were elected based upon the following votes:
| FOR | WITHHELD | BROKER NON-VOTE | |||||||||
| Kedrick D. Adkins Jr. | 4,845,239 | 246,415 | 760,924 | ||||||||
| Linda Gooden | 4,884,228 | 207,426 | 760,924 | ||||||||
| Jeffrey R. Immelt | 4,895,070 | 196,584 | 760,924 | ||||||||
| Manuel Kadre | 4,733,614 | 358,040 | 760,924 | ||||||||
| Stephen Kraus | 5,041,792 | 49,862 | 760,924 | ||||||||
| Mohamad Makhzoumi | 4,890,519 | 201,135 | 760,924 | ||||||||
| Matthew G. Manders | 5,044,857 | 46,797 | 760,924 | ||||||||
| G. Mike Mikan | 4,614,949 | 476,705 | 760,924 | ||||||||
| Robert J. Sheehy | 4,650,749 | 440,905 | 760,924 | ||||||||
| Andrew Slavitt | 5,046,805 | 44,849 | 760,924 | ||||||||
2. Ratification of the appointment of Deloitte & Touche LLP. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified based upon the following votes:
| FOR | AGAINST | ABSTAIN | ||||||
| 5,759,477 | 58,849 | 34,252 | ||||||
3. Non-binding advisory vote on executive compensation. The compensation of the Company’s named executive officers for 2023 was approved on a non-binding advisory basis based upon the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 4,852,047 | 237,271 | 2,336 | 760,924 | ||||||||
4. NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan. The NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan was approved based upon the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 4,258,751 | 830,222 | 2,681 | 760,924 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL. | |||||||
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.
| NeueHealth, Inc. | |||||||||||
| Date: | May 8, 2024 | By: | /s/ Jeff Craig | ||||||||
| Name: | Jeff Craig | ||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||