Attached files
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| EX-99.1 - EXHIBIT 99.1 - ExamWorks Group, Inc. | ex99-1.htm |
| EX-10.1 - EXHIBIT 10.1 - ExamWorks Group, Inc. | ex10-1.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
Date of Report (Date of earliest event reported): August 3, 2011
ExamWorks Group, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34930
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Delaware
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27-2909425
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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3280 Peachtree Road, N.E.
Suite 2625
Atlanta, GA 30305
(Address of principal executive offices, including zip code)
(404) 952-2400
(Registrant’s telephone number, including area code)
(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry Into a Material Definitive Agreement
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of Stockholders of ExamWorks Group, Inc. (the “Company”) held on August 3, 2011, the Company’s stockholders approved an amendment (the “Amendment”) to the ExamWorks Group, Inc. Amended and Restated 2008 Stock Incentive Plan (the “Plan”). The Amendment: (a) increases the available shares reserved under the Plan by 5,000,000 shares to a total of 15,282,200 (with such total number of shares subject to adjustment for future stock splits, stock dividends, recapitalizations, and other similar transactions) and; (b) provides that stockholder approval is required for the cancellation of outstanding options or stock appreciation rights (“SARs”) in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs. The Board of Directors of the Company (the “Board”) had previously approved the Amendment on June 9, 2011, subject to stockholder approval.
The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 3, 2011, the Company held its Annual Meeting of Stockholders in Atlanta, Georgia. Set forth below are the results for each of the proposals submitted to a vote of the stockholders:
Proposal 1. The following individuals were elected as Class I Directors to serve a three year term on the Board:
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NOMINEE
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FOR
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WITHHELD
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BROKER NON-VOTES
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J. Thomas Presby
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20,434,271
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143,967
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6,156,220
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David B. Zenoff
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20,462,896
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115,342
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6,156,220
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Proposal 2. Proposal 2 was a proposal to approve the Amendment. This proposal was approved.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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17,190,933
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3,229,805
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157,500
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6,156,220
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Proposal 3. Proposal 3 was a proposal to ratify the appointment of KPMG LLP as independent registered public accountants for the year ending December 31, 2011. This proposal was approved.
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FOR
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AGAINST
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ABSTAIN
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26,578,744
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5,714
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150,000
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Proposal 4. Proposal 4 was a proposal to adopt a non-binding resolution to approve the compensation of the Company’s named executive officers (the “Say on Pay Vote”). This proposal was approved.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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20,315,543
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105,195
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157,500
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6,156,220
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Proposal 5. Proposal 5 was a proposal to hold an advisory vote on the frequency of the Say on Pay Vote. “Three Years” was approved.
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTAIN
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BROKER NON-VOTES
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5,881,005
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270,183
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14,258,383
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168,667
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6,156,220
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In accordance with the Board’s recommendation and the voting results on this advisory proposal, the Board has adopted a policy that the Company will hold the Say on Pay Vote every three years.
Item 8.01 Other Events
On August 8, 2011, the Company issued a press release announcing that its Board has approved a new stock repurchase program authorizing the repurchase of up to $20 million of its common stock. A copy of the press release is filed with this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit No.
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Description
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10.1
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First Amendment to ExamWorks Group, Inc. Amended and Restated 2008 Stock Incentive Plan
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99.1
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Press Release of ExamWorks Group, Inc. dated August 8, 2011
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ExamWorks Group, Inc. | ||
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Date: August 8, 2011
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By:
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/s/ J. Miguel Fernandez de Castro
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J. Miguel Fernandez de Castro
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Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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First Amendment to ExamWorks Group, Inc. Amended and Restated 2008 Stock Incentive Plan
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99.1
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Press Release of ExamWorks Group, Inc. dated August 8, 2011
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