Registrant's
telephone number, including area code: i215-i639-4274
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 of the registrant under any of the following provisions:
( i☐ ) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
( i☐
) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
( i☐ ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
( i☐ ) 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
iCommon Stock, $.01 par value
iHCSG
iNASDAQ
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 i☐
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. o
Explanatory Note
iOn
May 26, 2020, Healthcare Services Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) regarding the voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2020 (the "Proxy Statement"). The Company is filing this amended report to include an Item 8.01 'Other Events' to notify shareholders of an error in the 'Deadline for Shareholder Proposals' disclosure within the Proxy Statement. The full text of the Form 8-K is set forth below as previously filed with the exception of Item 8.01.
Item
5.07
Submission of Matters to a Vote of Security Holders
On Tuesday, May 26, 2020, the Company held its annual meeting of shareholders for the purposes of voting on the matters disclosed in the Proxy Statement. As of the Record Date of April 1, 2020, there were approximately 74,415,000 shares of common stock outstanding and entitled to notice of and to vote at the annual meeting. The final voting for the matters submitted to a vote of shareholders are as follows.
Management Proposals:
Proposal
No. 1 — Election of Directors
At the annual meeting, shareholders voted for the election of ten Directors for a one-year term or until their successors are elected and qualified to fill the expiring terms of such Directors. All of the Company’s nominees for Director received the requisite plurality (i.e. the highest number of votes of the Company’s common stock in accordance with the bylaws of the Company and Section 1758 of the Pennsylvania Business Corporation Law) of the votes cast by the holders of shares present at the meeting in person or by proxy
and entitled to vote thereon, and, accordingly, were elected to the Board of Directors for the ensuing year and until their successors are duly elected and qualified. The voting results are set forth below:
Nominee
Votes For
Votes Withheld
Broker
Non-Votes
Theodore Wahl
64,135,869
908,183
4,828,432
Jude Visconto
64,689,748
354,304
4,828,432
John M. Briggs
63,175,385
1,868,667
4,828,432
Diane
S. Casey
60,774,970
4,269,082
4,828,432
John J. McFadden
64,547,567
496,485
4,828,432
Robert L. Frome
63,592,431
1,451,621
4,828,432
Dino
D. Ottaviano
63,269,679
1,774,373
4,828,432
Michael E. McBryan
63,379,327
1,664,725
4,828,432
Daniela Castagnino
64,716,690
327,362
4,828,432
Laura
Grant
64,756,016
288,036
4,828,432
Proposal No. 2 — Independent Registered Public Accounting Firm
The proposal for the ratification of the selection of Grant Thornton LLP as the Company's independent registered public accountants for the current fiscal year ending December 31, 2020 has received a majority of the votes cast as follows:
Votes
For
Votes Against
Abstain
Broker Non-Votes
67,705,108
2,123,889
43,487
—
Proposal No. 3 — Advisory Vote on Executive Compensation
The
proposal relating to an advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers has received a majority of the votes cast as follows:
Votes For
Votes Against
Abstain
Broker
Non-Votes
60,379,676
4,390,784
273,590
4,828,434
Proposal No. 4 — Approval of 2020 Omnibus Incentive Plan
The proposal for the approval and adoption of the 2020 Omnibus Incentive Plan has received a majority of the votes cast as follows:
Votes
For
Votes Against
Abstain
Broker Non-Votes
62,211,822
2,606,435
225,791
4,828,436
Item
7.01
Regulation FD Disclosure
On Tuesday, May 26, 2020, the Company released a recording of its annual meeting of shareholders on the investor relations section of www.hcsg.com. The audio file will be available for 30 days.
The information set forth under this Item 7.01 of this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01
Other Events
The
Company is updating the 'Deadline for Shareholder Proposals' disclosure within its Proxy Statement. With respect to the Company's 2021 annual meeting for shareholders, any shareholder must deliver notice to, or mail and have been received by the Secretary of the Company at the principal executive offices no later than the close of business on December 25, 2020 (the 120th day prior to the first anniversary of the mailing date of the proxy statement for the preceding year’s annual meeting). Shareholders who desire to present a proposal, or nominate a director, to be included in our proxy statement for our 2021 annual meeting must submit the proposal, or nominee, to us no later than December 25, 2020
and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act and provide notice in accordance with the Company's Second Amended and Restated By-laws. Any such proposal, or nominee, must be sent in writing to the Secretary of the Company at the principal executive offices.
Item 9.01
Financial
Statements and Exhibits
( a ) Not applicable
( b ) Not applicable
( c ) Not applicable
( d ) Exhibits. The following exhibit is being furnished herewith:
Exhibit No.
Description
104
Cover page Interactive Data File (embedded within the 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.