Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - CORVEL CORP | a56999exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 5, 2010
CORVEL CORPORATION
| DELAWARE | 000-19291 | 33-0282651 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 2010 Main Street, Suite 600, Irvine, California | 92614 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (949) 851-1473 |
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 Arrangements of Certain Officers. |
(e) At
the 2010 Annual Meeting of the stockholders of CorVel Corporation
(“CorVel”) held on
August 5, 2010, CorVel’s stockholders approved an amendment and restatement of the CorVel
Corporation 1991 Employee Stock Purchase Plan (the “Plan”) which is a plan designed to qualify as
an employee stock purchase plan under Section 423 of the Internal Revenue Code, to (i) remove the
requirement for stockholder approval for modifying eligibility requirements and (ii) extend the
termination date of the Plan by ten years from September 30, 2011 to September 30, 2021.
Subsequently on August 5, 2010, CorVel’s Board of Directors approved a further amendment and
restatement of the Plan to (i) modify the eligibility requirements to remove the exclusion for
Highly Compensated Employees and (ii) modify the annual statement requirements, all to conform to
recent changes in law.
The information set forth above is qualified in its entirety by reference to the actual terms of
the Plan attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
CorVel Corporation (“CorVel”) held its Annual Meeting of Stockholders on August 5, 2010. At the
Annual Meeting, CorVel’s stockholders elected six directors to CorVel’s Board of Directors,
approved amendments to CorVel’s 1991 Employee Stock Purchase Plan to remove the requirement for
shareholder approval for modifying eligibility requirements and extend the termination date by ten
years from September 30, 2011 to September 30, 2021, and ratified the appointment of Haskell &
White LLP as CorVel’s independent registered public accounting firm for fiscal year 2011.
Proposal 1: Election of six directors to serve for one-year terms until CorVel’s 2011
Annual Meeting of Stockholders:
| Broker | ||||||||||||
| Directors | For | Withheld | Non-Votes | |||||||||
V. Gordon Clemons |
9,774,280 | 181,254 | 1,697,110 | |||||||||
Steven J. Hamerslag |
9,770,936 | 184,598 | 1,697,110 | |||||||||
Alan R. Hoops |
9,857,939 | 97,595 | 1,697,110 | |||||||||
R. Judd Jessup |
9,770,963 | 184,571 | 1,697,110 | |||||||||
Jean H. Macino |
9,850,849 | 104,685 | 1,697,110 | |||||||||
Jeffrey J. Michael |
9,053,673 | 901,861 | 1,697,110 | |||||||||
| Broker | ||||||||||||||||
| For | Against | Abstain | Non-Votes | |||||||||||||
Proposal 2: Approval
of the
amendments to the
CorVel 1991
Employee Stock
Purchase Plan
|
9,692,780 | 40,518 | 222,236 | 1,697,110 | ||||||||||||
Proposal 3: Ratification
of the
appointment of
Haskell & White LLP
as CorVel’s
independent registered
accounting firm for
the fiscal year
ending March 31,
2011
|
11,647,205 | 1,972 | 3,467 | 0 | ||||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||
| 10.1 | CorVel Corporation 1991 Employee Stock Purchase Plan, as amended and restated on August 5, 2010. |
|||
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.
| CORVEL CORPORATION (Registrant) |
||||
| Dated: August 11, 2010 | /s/ DANIEL J. STARCK | |||
| Daniel J. Starck, | ||||
| President and Chief Executive Officer | ||||