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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
Item 5.07
Submission of Matters to a Vote of Security Holders
On
Tuesday, June 1, 2021, the Company held its annual meeting of shareholders for the purposes of voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2021. As of the Record Date of March 31, 2021, there were approximately 74,721,000 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 nine 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
John M. Briggs
63,607,318
3,049,166
4,152,458
Diane
S. Casey
61,478,186
5,178,298
4,152,458
Daniela Castagnino
66,066,069
590,415
4,152,458
Robert L. Frome
64,400,572
2,255,912
4,152,458
Laura
Grant
66,068,091
588,393
4,152,458
John J. McFadden
65,572,004
1,084,480
4,152,458
Dino D. Ottaviano
65,698,567
957,917
4,152,458
Jude
Visconto
66,021,345
635,139
4,152,458
Theodore Wahl
65,838,739
817,745
4,152,458
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, 2021 has received a majority of the votes cast as follows:
Votes For
Votes Against
Abstain
Broker
Non-Votes
69,778,655
1,001,108
29,179
—
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
62,031,011
4,511,094
114,380
4,152,458
Item
7.01
Regulation FD Disclosure
On Tuesday, June 1, 2021, 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 9.01
Financial Statements and Exhibits.
(
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.
