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 24, 2012

 

 

HealthStream, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Tennessee   000-27701   62-1443555

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

209 10th Avenue South, Suite 450,

Nashville, Tennessee

  37203
(Address of principal executive offices)   (Zip Code)

(615) 301- 3100

(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 (see General Instruction A.2. below):

 

¨ 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 24, 2012, HealthStream, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). The final voting results of the proposals which were described in more detail in the proxy statement filed with the Securities and Exchange Commission on April 13, 2012, are set forth below.

 

  (1) Election of three directors in Class III for a term of three years and until their successors are duly elected and qualified:

 

     FOR      WITHHELD      BROKER
NON VOTES
 

C. Martin Harris, M.D.

     19,354,331         226,735         6,308,547   

Frank Gordon

     19,353,807         227,259         6,308,547   

Robert A. Frist, Jr.

     19,331,991         249,075         6,308,547   

In addition to the foregoing directors, the remaining directors not up for re-election at the Annual Meeting continue to serve on the Board of Directors.

 

  (2) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012:

 

FOR

   AGAINST    ABSTAIN    BROKER
NON VOTES

25,674,991

   112,132    102,490    0

 

  (3) Adoption of a non-binding advisory resolution on the Company’s executive compensation as described in the Company’s 2012 proxy statement (“say-on-pay”):

 

FOR

   AGAINST    ABSTAIN    BROKER
NON VOTES

19,478,549

   31,804    70,713    6,308,547

 

  (4) Adoption of a non-binding advisory recommendation on the frequency with which the Company conducts future say-on-pay votes:

 

1 YEAR

   2 YEARS    3 YEARS    ABSTAIN    BROKER
NON VOTES

17,869,440

   266,738    1,393,997    50,891    6,308,547


SIGNATURE

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.

 

Date: May 30, 2012     HEALTHSTREAM, INC.
    By:   /s/ Gerard M. Hayden, Jr.
      Chief Financial Officer