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 18, 2012
Team Health Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34583 | 36-4276525 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 265 Brookview Centre Way, Suite 400 Knoxville, Tennessee |
37919 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (865) 693-1000
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.
On May 17, 2012, Team Health Holdings, Inc. (the “Company”) held its annual meeting of shareholders. A quorum was present at the meeting as required by the Company’s Amended and Restated By-Laws. The final results of voting for each matter submitted to a vote of shareholders at the meeting are as follows:
Proposal 1 — Election of Directors
The following three individuals were elected to the Company’s board of directors to serve as Class III directors until the annual meeting of shareholders in 2015 and until their successors have been duly elected and qualified.
| For | Withheld | Broker Non-Votes |
||||||||||
| Michael A. Dal Bello |
50,626,894 | 11,691,815 | 1,812,483 | |||||||||
| Glenn A. Davenport |
61,202,932 | 1,115,777 | 1,812,483 | |||||||||
| Steven B. Epstein |
50,674,972 | 11,643,737 | 1,812,483 | |||||||||
The Class I directors whose terms continued after the 2012 annual meeting and expire in 2013 are H. Lynn Massingale, M.D., Neil P. Simpkins and Earl P. Holland.
The Class II directors whose terms continued after the 2012 annual meeting and expire in 2014 are Greg Roth and James L. Bierman.
Proposal 2 — Ratification of Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified.
| For |
Against |
Abstain | ||
| 64,038,649 |
91,743 | 800 |
2
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.
| TEAM HEALTH HOLDINGS, INC. | ||||
| Date: May 18, 2012 | ||||
| By: | /s/ David P. Jones | |||
| Name: | David P. Jones | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
3