Registrant’s telephone number, including area code: (i703) i251-8500
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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:
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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:
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iMMS
iNew York Stock Exchange
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).
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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 March 16, 2021, the shareholders of Maximus, Inc. (the “Company”) approved the Maximus, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”).
The material terms and conditions of the 2021 Plan have
been previously described under Proposal 2 in the Company’s Definitive Proxy Statement on Schedule 14A (beginning on page 42) filed with the Securities and Exchange Commission on January 27, 2021 (the “Proxy Statement”), and in the 2021 Plan document attached as Annex A thereto. The description of the 2021 Plan in the Proxy Statement is incorporated by reference into Item 5.02 of this Current Report on Form
8-K. The summary is qualified in its entirety by the full text of the 2021 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At our Annual Meeting of Shareholders held on March 16, 2021, 57,997,315 shares, representing 94.38% of the Company’s outstanding common stock entitled to vote, were represented in person or by proxy. Our shareholders voted as follows:
(a)To elect John J. Haley as Class I Director for a one-year term, to elect Jan D. Madsen as a Class II Director for a two-year term, and
to elect Bruce L. Caswell, Richard A. Montoni and Raymond B. Ruddy as Class III Directors for one-year terms.
Nominee
Total Votes For
Total Votes Against
Abstentions
Broker
Non-Votes
John J. Haley
55,262,716
686,462
31,252
2,016,885
Jan D. Madsen
55,695,887
250,941
33,602
2,016,885
Bruce
L. Caswell
55,734,460
213,749
32,221
2,016,885
Richard A. Montoni
55,377,565
572,196
30,669
2,016,885
Raymond
B. Ruddy
54,401,673
1,544,438
34,319
2,016,885
Anne K. Altman, Peter B. Pond, Gayathri Rajan and Michael J. Warren continued their terms in office after the meeting.
(b)To approve the 2021 Plan.
Total
Votes For
53,809,362
Total Votes Against
2,158,481
Abstentions
12,587
Broker Non-Votes
2,016,885
(c)To ratify the appointment of Ernst & Young LLP as our independent public accountants for our 2021 fiscal year.
Total
Votes For
55,130,964
Total Votes Against
2,825,301
Abstentions
41,050
(d)To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and any related material contained in the Proxy Statement.
Total
Votes For
53,088,326
Total Votes Against
2,794,967
Abstentions
97,137
Broker Non-Votes
2,016,885
(e)To approve a shareholder proposal
requiring disclosure of certain lobbying activities and expenditures.
Cover
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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.
