UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2013
Foundation Healthcare, Inc.
(Exact name of registrant as specified in charter)
| Oklahoma | 001-34171 | 20-0180812 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
14000 N. Portland Avenue, Suite 200
Oklahoma City, Oklahoma 73134
(Address of Principal Executive Offices) (Zip Code)
(405) 601-5300
(Registrant’s telephone number, including area code)
Graymark Healthcare, Inc.
204 N. Robinson Avenue, Suite 400
Oklahoma City, Oklahoma 73102
(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)) |
Explanatory Note
On December 4, 2013, Foundation Healthcare, Inc. filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission reporting, among other things, the voting results from its Annual Meeting of Stockholders held on December 2, 2013. The sole purpose of this Current Report on Form 8-K/A is amend Item 5.07 of the Original Report to disclose Foundation Healthcare, Inc.’s decision regarding how frequently it will hold an advisory vote on compensation of its named executive officers, which is included after the voting results for proposal 4 in Item 5.07 below. No other changes have been made to the Original Report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company’s 2013 Annual Meeting of Shareholders was held on December 2, 2013. The matters voted upon and the number of votes cast for, against or withheld as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
| 1. | Election of Directors. The nominees for directors were elected based upon the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| Thomas Michaud |
136,975,155 | 178,493 | — | 59,600 | ||||||||||||
| Stanton Nelson |
136,975,155 | 178,493 | — | 59,600 | ||||||||||||
| Joseph Harroz, Jr. |
136,972,297 | 181,351 | — | 59,600 | ||||||||||||
| Steven L. List |
137,152,323 | 1,325 | — | 59,600 | ||||||||||||
| Robert A. Moreno, M.D. |
137,102,323 | 51,325 | — | 59,600 | ||||||||||||
| Scott R. Mueller |
137,152,323 | 1,325 | — | 59,600 | ||||||||||||
| 2. | Amendment of Graymark Healthcare, Inc. Restated Certificate of Incorporation to Effect a Name Change. A proposal to approve the amendment of the Company’s Restated Certificate of Incorporation to effect a name change to Foundation Healthcare, Inc. was approved based on the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||
| 137,202,094 | 1,154 | 10,000 | — | |||||||||||
| 3. | Approval of Executive Compensation. A proposal to approve on an advisory basis the compensation of the Company’s named executive officers was approved based on the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||
| 137,082,522 | 60,926 | 10,200 | 59,600 | |||||||||||
| 4. | Approval of Preferred Frequency of Future Advisory Votes on Executive Compensation. A proposal to approve on an advisory basis the preferred frequency of three (3) years for future advisory votes on the compensation of the Company’s named executive officers was approved based on the following votes: |
| Votes For 1 Year |
Votes For 2 Years |
Votes For 3 Years |
Abstentions | Broker Non-Votes |
||||||||||||||
| 1,298,221 | 20,208,579 | 115,636,598 | 10,000 | 59,600 | ||||||||||||||
A majority of the votes cast by shareholders was in line with the recommendation of the Company’s board of directors to hold an advisory vote on the compensation of named executive officers every three years. In light of such vote, the Company will include an advisory vote on the compensation of named executive officers in its proxy materials every three years until the next required advisory vote on the frequency of advisory votes on the compensation of named executive officers.
| 5. | Ratification of Appointment of Auditors. A proposal to approve the ratification of Hein & Associates LLP to serve as the independent registered public accounting firm of the Company for the year 2013 was approved based on the following votes: |
| Votes For | Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||
| 137,212,263 | 910 | 75 | — | |||||||||||
| Item 8.01. | Other Information. |
On December 2, 2013, the Company amended its Certificate of Incorporation to change its name to Foundation Healthcare, Inc. A copy of the amended Certificate of Incorporation is included hereto as Exhibit 3.1.
On December 2, 1013, we changed the address of our principal executive offices to 14000 N. Portland Avenue, Suite 200, Oklahoma City, OK, 73134.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Amended Certificate of Incorporation of Foundation Healthcare, Inc. | |
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.
| By: | FOUNDATION HEALTHCARE, INC. | |||||
| Date: April 29, 2014 | By: | /s/ STANTON NELSON | ||||
| Stanton Nelson | ||||||
| Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1* | Amended Certificate of Incorporation of Foundation Healthcare, Inc. | |
| * | Previously Filed. |