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): June 7, 2012
AMERIGROUP Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-31574 | 54-1739323 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
4425 Corporation Lane, Virginia Beach, Virginia | 23462 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (757) 490-6900
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The 2012 Annual Meeting of Stockholders (the Annual Meeting) of AMERIGROUP Corporation (the Company) was held on June 7, 2012. At the Annual Meeting, the Companys stockholders approved the AMERIGROUP Corporation 2012 Cash Incentive Plan. A description of the 2012 Cash Incentive Plan is set forth in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2012, in the section entitled Proposal 4: Approval of AMERIGROUP Corporation 2012 Cash Incentive Plan, which is incorporated in this report by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the Companys stockholders:
| Re-elected Thomas E. Capps, Emerson U. Fullwood and William J. McBride as Directors to each serve for a three-year term ending at the 2015 Annual Meeting of Stockholders; |
| Ratified the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2012; |
| On an advisory basis, approved the compensation of the Companys named executive officers; and |
| Approved the 2012 Cash Incentive Plan. |
The final results of voting on each of the matters submitted to a vote of the stockholders during the Annual Meeting are set forth below:
1) Election of Directors |
Total Votes For Each Director |
Total Votes Withheld From Each Director |
Total Broker Non-Votes | ||||
Thomas E. Capps |
42,697,304 | 335,888 | 2,034,427 | |||
Emerson U. Fullwood |
42,957,293 | 75,899 | 2,034,427 | |||
William J. McBride |
41,729,541 | 1,303,651 | 2,034,427 |
For | Against | Abstentions | ||||||
2) Ratification of KPMG LLP as the Companys independent registered public accounting firm |
43,950,841 | 1,111,741 | 5,037 | |||||
For | Against | Abstentions | Total Broker Non-Votes | |||||
3) Approval of Compensation of the Companys Named Executive Officers |
37,787,481 | 5,240,376 | 5,335 | 2,034,427 | ||||
For | Against | Abstentions | Total Broker Non-Votes | |||||
4) Approval of the 2012 Cash Incentive Plan |
41,660,841 | 1,366,264 | 6,087 | 2,034,427 |
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.
AMERIGROUP Corporation | ||||
June 11, 2012 | ||||
By: | /s/ Nicholas J. Pace | |||
Name: | Nicholas J. Pace | |||
Title: | Executive Vice President, General Counsel and Secretary |