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 23, 2017

_____________________________________________________________

INC RESEARCH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________


Delaware
001-36730
27-3403111
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

3201 Beechleaf Court, Suite 600
Raleigh, North Carolina
 
27604-1547
(Address of principal executive offices)
 
(Zip Code)


Registrant’s telephone number, including area code: (919) 876-9300

_____________________________________________________________


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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐              
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐






Item 5.07.     Submission of Matters to a Vote of Security Holders.
On May 23, 2017, INC Research Holdings, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Meeting”). The certified results of the matters voted upon at the Meeting, which are more fully described in the Company’s proxy statement, are as follows:
1. Election of Directors. In an uncontested election, each of the following Class III nominees was elected to the Board of Directors for a term expiring at the 2020 annual meeting of stockholders or until their successors have been elected and qualified. The following table reflects the voting results for each nominee:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Richard N. Kender
 
49,986,806
 
84,033
 
55,807
 
1,842,644
Kenneth F. Meyers
 
46,791,561
 
278,278
 
56,807
 
1,842,644
Matthew E. Monaghan
 
46,791,587
 
278,252
 
56,807
 
1,842,644
David Y. Norton
 
46,964,273
 
105,415
 
56,958
 
1,842,644
2. Approval, on an advisory (nonbinding) basis, of the resolution regarding executive compensation:
For
 
Against
 
Abstain
 
Broker Non-Votes
46,214,121
 
846,454
 
66,071
 
1,842,644
This proposal was approved on an advisory (non-binding) basis.
3. Approval of the Management Incentive Plan, including the material terms of the performance goals applicable to awards granted under the Plan in accordance with Internal Revenue Code Section 162(m):
For
 
Against
 
Abstain
 
Broker Non-Votes
46,413,817
 
643,872
 
68,957
 
1,842,644
This proposal was approved.
4. Ratification of the appointment of the Company's independent auditors Deloitte & Touche LLP:
For
 
Against
 
Abstain
 
Broker Non-Votes
48,882,263
 
22,205
 
64,822
 
None
This proposal was ratified.








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.
 
 
 
 
INC RESEARCH HOLDINGS, INC.
 
 
 
 
 
 
Date:
May 24, 2017
 
By:
/s/ Christopher L. Gaenzle
 
 
 
 
Name:
Christopher L. Gaenzle
 
 
 
 
Title:
Chief Administrative Officer, General Counsel and Secretary