UNITED STATES
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): May 10, 2012
GENTIVA HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-15669 | 36-4335801 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) | ||
| 3350 Riverwood Parkway, Suite 1400, Atlanta, Georgia | 30339-3314 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(770) 951-6450
(Registrant’s telephone number, including area code)
Not applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
Gentiva Health Services, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 10, 2012. The following is a summary of the final voting results for each matter presented to shareholders at such Annual Meeting:
Proposal No. 1 – Election of Directors
The following individuals were elected as directors to serve until the 2013 Annual Meeting of Shareholders by votes as follows:
| Nominees |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Robert S. Forman, Jr. |
22,230,764 | 1,315,828 | 8,782 | 4,235,885 | ||||||||||||
| Victor F. Ganzi |
18,696,710 | 4,849,882 | 8,782 | 4,235,885 | ||||||||||||
| Philip R. Lochner, Jr. |
18,861,988 | 4,684,704 | 8,682 | 4,235,885 | ||||||||||||
| Stuart Olsten |
18,791,517 | 4,757,827 | 6,030 | 4,235,885 | ||||||||||||
| Sheldon M. Retchin |
22,261,423 | 1,285,294 | 8,657 | 4,235,885 | ||||||||||||
| Tony Strange |
22,167,472 | 1,285,599 | 102,303 | 4,235,885 | ||||||||||||
| Raymond S. Troubh |
18,512,931 | 4,971,605 | 70,838 | 4,235,885 | ||||||||||||
| Rodney D. Windley |
20,909,913 | 2,574,724 | 70,737 | 4,235,885 | ||||||||||||
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its 2012 fiscal year was approved by votes as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 27,621,000 | 111,608 | 58,651 | 0 | |||||||||||
Proposal No. 3 – Non-Binding Advisory Vote on the Compensation of Named Executive Officers
The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers disclosed in the Company’s 2012 proxy statement was not approved, and the votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 8,588,993 | 14,925,569 | 40,812 | 4,235,885 | |||||||||||
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Proposal No. 4 – Approval of Amendment of Gentiva Health Services, Inc. Stock & Deferred Compensation Plan for Non-Employee Directors
The proposal to approve an amendment to the Company’s Stock & Deferred Compensation Plan for Non-Employee Directors was approved by votes as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 19,967,921 | 3,470,401 | 117,052 | 4,235,885 | |||||||||||
Proposal No. 5 – Approval of Amendment of Gentiva Health Services, Inc. Employee Stock Purchase Plan
The proposal to approve an amendment to the Company’s Employee Stock Purchase Plan was approved by votes as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 23,260,679 | 179,935 | 114,760 | 4,235,885 | |||||||||||
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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.
| GENTIVA HEALTH SERVICES, INC. |
| /s/ John N. Camperlengo |
| John N. Camperlengo |
| Senior Vice President, General Counsel and Secretary |
Date: May 14, 2012
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