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, 2013
USMD Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35639 | 27-2866866 | ||
(State of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
6333 North State Highway, Suite 200
Irving, Texas 75038
(Address of principal executive offices)
Registrants telephone number, including area code: (214) 493-4000
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act |
¨ | Soliciting material pursuant to Rule 14a-12 of the Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act |
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On June 7, 2013, USMD Holdings, Inc. (the Company) held its 2013 Annual Meeting of Stockholders (the Annual Meeting) at which the Companys stockholders voted upon four proposals. The proposals are described in detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2013 (the Proxy Statement).
(b) A brief description of the proposal and the final results of the votes for each proposal are set forth below. As of the record date for the Annual Meeting, holders of a total of 10,080,511 shares of outstanding common stock were entitled to vote on the proposals.
Proposal 1: The Companys stockholders elected all eleven director nominees to serve as members of the Companys board of directors until the Companys 2014 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified.
Nominee for Director |
For |
Withheld |
Broker Non-Votes | |||
John M. House, M.D. |
8,935,608 | 20,979 | 194,336 | |||
Steven Brock, M.D. |
8,921,165 | 35,422 | 194,336 | |||
Darcie Bundy |
8,923,829 | 32,758 | 194,336 | |||
Breaux Castleman |
8,924,312 | 32,275 | 194,336 | |||
M. Patrick Collini, M.D. |
8,935,608 | 20,979 | 194,336 | |||
Charles Cook, M.D. |
8,938,372 | 18,215 | 194,336 | |||
Russell Dickey, M.D. |
8,921,165 | 35,422 | 194,336 | |||
Gary Rudin |
8,921,648 | 34,939 | 194,336 | |||
James Saalfield, M.D. |
8,935,608 | 20,979 | 194,336 | |||
Paul Thompson, M.D. |
8,921,869 | 34,718 | 194,336 | |||
Khang Tran, M.D. |
8,921,165 | 35,422 | 194,336 |
Proposal 2: The Companys stockholders ratified the appointment of Grant Thornton, L.L.P. as the independent auditor of the Company for the fiscal year ending December 31, 2013.
For |
Against |
Abstain | ||
9,108,006 |
23,216 | 38,673 |
Proposal 3: The Companys stockholders approved, through an advisory, non-binding vote, the executive compensation of the Companys named executive officers as disclosed in the Proxy Statement.
For |
Against |
Abstain |
Broker Non-Votes | |||
8,936,602 |
14,104 | 5,881 | 194,336 |
Proposal 4: The Companys stockholders determined, through an advisory, non-binding vote, that the preferred frequency of an advisory vote on the executive compensation of the Companys named executive officers should be every three years.
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
44,056 |
440 | 8,891,884 | 20,207 | 194,336 |
(d) In light of the stockholder vote at the Annual Meeting on Proposal 4 as reported above, the Companys Board of Directors has determined that the Company will include a non-binding, advisory vote in its proxy materials to approve the compensation of its named executive officers as disclosed in such proxy materials every three years year until the next required vote on the frequency of stockholder votes on the compensation of the Companys named executive officers.
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.
USMD HOLDINGS, INC. | ||||||
Date: June 20, 2013 | By: | /s/ Greg Cardenas | ||||
Greg Cardenas | ||||||
Executive Vice President, Secretary and General Counsel |