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 3, 2014 (May 28, 2014)
UNIVERSAL AMERICAN CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
|
001-35149 |
|
27-4683816 |
44 South Broadway, Suite 1200
White Plains, New York 10601
(Address of principal executive offices) (Zip Code)
(914) 934-5200
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Effective May 28, 2014, Christopher E. Wolfe resigned as a member of the Universal American Corp. (the Company) board of directors. Mr. Wolfes resignation is not the result of any disagreement with the Company or its board of directors.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 28, 2014. The following are the votes cast on each of the matters presented at the annual meeting:
1. Election of Directors
Name |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
Richard A. Barasch |
|
70,044,365 |
|
650,673 |
|
4,489 |
|
3,837,356 |
|
Sally W. Crawford |
|
69,841,816 |
|
849,789 |
|
7,922 |
|
3,837,356 |
|
Matthew W. Etheridge |
|
70,606,494 |
|
88,602 |
|
4,431 |
|
3,837,356 |
|
Mark K. Gormley |
|
70,603,007 |
|
89,821 |
|
6,699 |
|
3,837,356 |
|
Mark. M. Harmeling |
|
70,561,132 |
|
131,931 |
|
6,464 |
|
3,837,356 |
|
Linda H. Lamel |
|
70,603,942 |
|
88,928 |
|
6,657 |
|
3,837,356 |
|
Patrick J. McLaughlin |
|
70,575,985 |
|
117,001 |
|
6,541 |
|
3,837,356 |
|
Richard C. Perry |
|
70,529,669 |
|
165,427 |
|
4,431 |
|
3,837,356 |
|
Thomas A. Scully |
|
70,605,752 |
|
89,386 |
|
4,389 |
|
3,837,356 |
|
Robert A. Spass |
|
70,564,036 |
|
131,102 |
|
4,389 |
|
3,837,356 |
|
Sean M. Traynor |
|
70,606,669 |
|
88,469 |
|
4,389 |
|
3,837,356 |
|
2. Appointment of Ernst & Young LLP as the Companys independent registered accounting firm for the fiscal year ending December 31, 2014.
For |
|
Against |
|
Abstain |
|
74,496,460 |
|
34,497 |
|
5,926 |
|
3. Non-binding, advisory vote with respect to the compensation of the Companys named executive officers.
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
69,668,776 |
|
613,380 |
|
417,371 |
|
3,837,356 |
|
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.
Dated: June 3, 2014
|
UNIVERSAL AMERICAN CORP. | |
|
| |
|
By: |
/s/ Tony L. Wolk |
|
|
Name: Tony L. Wolk |
|
|
Title: SVP, General Counsel and Secretary |