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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/16/13 Health Management Associates, Inc 8-K:5,9 8/12/13 4:135K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 40K 2: EX-3.1 Bylaws HTML 71K 3: EX-99.1 Biographical Information for New Directors HTML 14K 4: EX-99.2 Press Release HTML 9K
| Form 8-K |
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): August 12, 2013
Health Management Associates, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-11141 | 61-0963645 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 5811 Pelican Bay Boulevard, Suite 500, | ||
| Naples, Florida | 34108-2710 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (239) 598-3131
N/A
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b) and (d)
On August 12, 2013, Glenview Capital Management, L.P. (“Glenview”) delivered written consents from stockholders holding a majority of the outstanding shares of the Health Management Associates, Inc. (the “Company”), voting to enact all of the proposals set forth in Glenview’s consent solicitation filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2013 (the “Glenview Consent Solicitation”). On August 16, 2013, an independent inspector of election certified the voting results.
The following members of the Board of Directors have been removed: William J. Schoen; Kent P. Dauten; Pascal J. Goldschmidt, M.D.; Donald E. Kiernan; Robert A. Knox; Vicki A. O’Meara; William C. Steere, Jr.; and Randolph W. Westerfield, Ph.D. As previously disclosed, Gary D. Newsome retired as a director effective July 31, 2013.
The following eight directors have been elected to the Board of Directors to fill the resulting vacancies on the Board of Directors: Mary Taylor Behrens; Steven Epstein; Kirk Gorman; Stephen Guillard; John McCarty; JoAnn Reed; Steven Shulman (Chair); and Peter Urbanowicz (the “New Directors”). Biographical information for the New Directors provided in the Glenview Consent Solicitation is included on Exhibit 99.1 hereto and incorporated herein by reference. The Company expects the Board committees to be as follows: Audit Committee: John McCarty (Chair), Kirk Gorman and Stephen Guillard; Compensation Committee: Mary Taylor Behrens (Chair), Steven Epstein, Kirk Gorman and JoAnn Reed; Governance Committee: JoAnn Reed (Chair), Mary Taylor Behrens, and Peter Urbanowicz; and Compliance and Quality Committee: Steven Epstein (Chair), Stephen Guillard, John McCarty and Peter Urbanowicz. None of the New Directors have reportable transactions under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company’s stockholders also consented to amend the Company’s By-laws, as amended and restated, (the “Bylaws”) as set forth below:
| • | Section 6 of Article II of the Bylaws was amended to provide that the advance notice and information requirements associated with nominations of directors to the Board do not apply to the election of directors through action by written consent or at a special meeting. |
| • | Section 2 of Article III of the Bylaws was amended to provide that any vacancies on the Board may be filled by the stockholders and those vacancies resulting from a removal of directors by the stockholders shall be filled only by the stockholders. |
The above summary of the amendment to the Bylaws is qualified in its entirety by reference to the Bylaws, as amended and restated, effective August 12, 2013, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 12, 2013, Glenview delivered to the Company the requisite written consents from stockholders holding a majority of the outstanding shares of the Company voting to effect the proposals identified below. As a result, each of the following proposals was approved. Brokers did not have discretionary authority on any of the proposals and, as a result, there could be no broker non-votes.
Proposal 1: Repeal any amendment or modification by the Board of the Bylaws made after December 7, 2010 and on or prior to the effectiveness of the Glenview Consent Solicitation.
| Consent |
Withhold Consent |
Abstain | ||
| 158,182,680 | 125,947 | 8,927 | ||
The Company did not make any amendment to the Bylaws after December 7, 2010, and therefore, no provision was repealed.
Proposal 2: Amend Section 6 of Article II of the Bylaws to provide that the advance notice and information requirements associated with nominations of directors to the Board only apply to nominations of directors for election at an annual meeting, and, as such, not in connection with the election of directors through action by written consent or at a special meeting.
| Consent |
Withhold Consent |
Abstain | ||
| 158,181,373 | 127,255 | 8,926 | ||
|
Proposal 3: Amend Section 2 of Article III of the Bylaws to provide that any vacancies on the Board may be filled by the stockholders and those vacancies resulting from a removal of directors by the stockholders shall be filled only by the stockholders.
| ||||
| Consent |
Withhold Consent |
Abstain | ||
| 158,180,492 | 127,836 | 9,226 | ||
|
Proposal 4: Remove all members of the Board.
| ||||
| Consent |
Withhold Consent |
Abstain | ||||
| William J. Schoen | 158,208,552 | 102,086 | 6,915 | |||
| Gary D. Newsome | 158,231,594 | 80,849 | 5,110 | |||
| Kent P. Dauten | 158,229,204 | 82,871 | 5,479 | |||
| Pascal J. Goldschmidt, M.D. | 158,207,804 | 104,626 | 5,124 | |||
| Donald E. Kiernan | 158,231,280 | 80,485 | 5,789 | |||
| Robert A. Knox | 158,231,225 | 80,554 | 5,775 | |||
| Vicki A. O’Meara | 158,229,814 | 81,965 | 5,775 | |||
| William C. Steere, Jr. | 158,210,149 | 101,926 | 5,479 | |||
| Randolph W. Westerfield, Ph.D. | 158,210,817 | 101,927 | 4,810 | |||
|
Proposal 5: Elect the following nominees as directors to fill the resulting vacancies on the Board.
| ||||||
| Consent |
Withhold Consent |
|||||
| Mary Taylor Behrens | 158,164,606 | 152,948 | ||||
| Steven Epstein | 158,162,656 | 154,898 | ||||
| Kirk Gorman | 158,181,355 | 136,199 | ||||
| Stephen Guillard | 158,181,910 | 135,644 | ||||
| John McCarty | 158,161,964 | 155,589 | ||||
| JoAnn Reed | 158,162,669 | 154,884 | ||||
| Steven Shulman | 158,184,499 | 133,054 | ||||
| Peter Urbanowicz | 158,184,200 | 133,354 | ||||
Proposal 6: Set the size of the Board to the number of directors on the Board following the action pursuant to the Glenview Consent Solicitation on Proposals 4 and 5 to eliminate any vacancies.
| Consent |
Does Not Consent |
Abstain | ||
| 157,987,572 |
323,273 | 6,709 |
The size of the Board is currently eight directors.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The Exhibits included as part of this Current Report are listed in the attached Exhibit Index.
SIGNATURE
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.
| Health Management Associates, Inc. | ||||||
| By: | ||||||
| Name: | Steven E. Clifton | |||||
| Title: | Senior Vice President and General Counsel | |||||
| Date: August 16, 2013 | ||||||
| Exhibit Number | ||
| 3.1 | Health Management Associates, Inc. Bylaws, dated August 12, 2013 | |
| 99.1 | Biographical Information for New Directors | |
| 99.2 | Press Release dated August 16, 2013 | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/16/13 | 3, 4 | ||
| For Period End: | 8/12/13 | 8-K, DFAN14A | ||
| 7/31/13 | 4, 425 | |||
| 7/16/13 | DEFC14A | |||
| 12/7/10 | 8-K | |||
| List all Filings | ||||