UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 26, 2011 (May 25, 2011)
EMDEON INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
001-34435 (Commission File Number) |
20-5799664 (IRS Employer Identification No.) |
| 3055 Lebanon Pike, Suite 1000 Nashville, TN (Address of Principal Executive Offices) |
37214 (Zip Code) |
(615) 932-3000
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report.)
(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 (see General Instruction
A.2. below):
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. |
Emdeon Inc. (“Emdeon”) held its 2011 Annual Meeting of Stockholders (the “Annual
Meeting”) on May 25, 2011. Emdeon’s stockholders voted upon and approved each of the proposals
presented at the Annual Meeting which are described in detail in Emdeon’s Definitive Proxy
Statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 12,
2011 (the “Proxy Statement”). Holders of 113,513,968 shares of Emdeon’s Class A common stock and
Class B common stock, voting together as a single class for purposes of the Annual Meeting, were
present in person or represented by proxy at the Annual Meeting.
The following are the voting results on each matter submitted to Emdeon’s stockholders at the
Annual Meeting:
| • | Proposal 1: To elect nine directors to serve until the 2012 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. |
| Withheld/ | ||||||||||||
| Director | For | Abstentions | Broker Non-Votes | |||||||||
George I. Lazenby, IV |
111,258,689 | 493,914 | 1,761,365 | |||||||||
Tracy L. Bahl |
94,618,188 | 17,134,415 | 1,761,365 | |||||||||
Dinyar S. Devitre |
111,247,266 | 505,337 | 1,761,365 | |||||||||
Mark F. Dzialga |
111,070,527 | 682,076 | 1,761,365 | |||||||||
Philip U.
Hammarskjold |
111,123,391 | 629,212 | 1,761,365 | |||||||||
Jim D. Kever |
111,247,566 | 505,037 | 1,761,365 | |||||||||
Jonathan C. Korngold |
94,312,986 | 17,439,617 | 1,761,365 | |||||||||
Philip M. Pead |
111,173,055 | 579,548 | 1,761,365 | |||||||||
Allen R. Thorpe |
111,048,192 | 704,411 | 1,761,365 | |||||||||
| • | Proposal 2: To ratify the appointment of Ernst & Young LLP as Emdeon’s independent registered public accounting firm for the year ending December 31, 2011. |
| Votes For | Votes Against | Abstentions | ||
113,471,435
|
35,128 | 7,405 |
| • | Proposal 3: To approve, on an advisory basis, the executive compensation for Emdeon’s named executive officers, as disclosed in the Proxy Statement. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 111,238,290 | 307,177 | 207,136 | 1,761,365 |
| • | Proposal 4: To approve, on an advisory basis, the frequency Emdeon should seek an advisory vote on the executive compensation for Emdeon’s named executive officers. |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 23,072,985 | 442,675 | 86,674,516 | 705,639 | 1,761,365 |
Following the Annual Meeting, Emdeon’s Board of Directors determined that Emdeon will
hold an advisory vote on executive compensation every three (3) years. A stockholder vote on the
frequency of the vote to approve executive compensation is required to be held at least once every
six years.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EMDEON INC. |
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| Date: May 26, 2011 | By: | /s/ Gregory T. Stevens | ||
| Name: | Gregory T. Stevens | |||
| Title: | Executive Vice President, General Counsel and Secretary |
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