UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 24, 2011
Continucare Corporation
(Exact Name of Registrant as Specified in Charter)
Florida
(State or Other Jurisdiction of Incorporation)
     
1-12115   59-2716023
(Commission File Number)   (IRS Employer Identification No.)
     
7200 Corporate Center Drive, Suite 600    
Miami, Florida   33126
(Address of Principal Executive Offices)   (Zip Code)
(305) 500-2000
(Registrant’s telephone number, Including Area Code)
     Check the appropriate box 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 5.07. Submission of Matters to a Vote of Security Holders.
On February 24, 2011, Continucare Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders. Below is a summary of the proposals and corresponding votes.
All eight nominees were elected with each director receiving votes as follows:
                 
Nominee   For     Withheld  
Richard C. Pfenniger, Jr.
    45,443,098       2,663,980  
Robert J. Cresci
    47,138,067       969,011  
Neil Flanzraich
    46,649,133       1,457,945  
Phillip Frost, M.D.
    36,063,824       12,043,254  
Jacob Nudel, M.D.
    46,551,793       1,555,285  
Marvin A. Sackner, M.D.
    47,136,469       970,609  
Jacqueline M. Simkin
    47,147,251       959,827  
A. Marvin Strait
    47,131,364       975,714  
There were 9,577,548 broker non-votes on this proposal for each nominee.
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011:
         
For
  Against   Abstain
         
57,136,175   345,627   202,824
There were no broker non-votes on this proposal.
A non-binding advisory vote on the compensation of the named executive officers of the Company (“Say On Pay”) as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related information found in the proxy statement:
         
For   Against   Abstain
         
46,031,971   226,534   1,848,572
There were 9,577,549 broker non-votes on this proposal.
A non-binding advisory vote on the frequency of the advisory vote on Say on Pay in future years:
             
Every Year   Every 2 Years   Every 3 Years   Abstain
             
12,686,519   217,480   31,168,482   1,799,154
There were 11,812,991 broker non-votes on this proposal. The Compensation Committee of the Board of Directors will take into account the outcome of the vote on this proposal when considering how frequently to seek an advisory vote on Say on Pay in future years.

 


 

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.
         
  CONTINUCARE CORPORATION
 
 
  /s/ Fernando L. Fernandez    
  Fernando L. Fernandez   
  Senior Vice President-Finance, Chief Financial Officer, Treasurer and Secretary   
 
Dated: March 1, 2011