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 and Exchange Act of 1934

Date of Report (Date of earliest event reported) November 11, 2020

SUNLINK HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in charter) 

Registrant’s telephone number, including area code (770) 933-7000

(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):

Securities Registered Pursuant to Section 12(b) of the Act:    

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 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

The following matters were submitted to a vote of common shareholders at the 2020 annual meeting of stockholders of SunLink Health Systems, Inc. (the “Company”) held on November 11, 2020:

Election of Directors

Management’s nominees for election to the board of directors, as listed in the Company’s proxy statement, were elected for two-year terms; with the results of the voting as follows:

As indicated in the table above, C. Michael Ford, Christopher H. B. Mills and Howard E. Turner were elected as directors for terms expiring at the 2022 annual meeting of shareholders. The terms of the following incumbent directors continue until the 2021 annual meeting of shareholders: Robert M. Thornton, Jr., Dr, Steven J. Baileys and Gene E. Burleson.

Management also proposed the ratification of the appointment of the Company’s independent auditors for the 2021 fiscal year. The table below summarizes the results of the voting on these proposals by the Company’s stockholders:

Ratification of the appointment of Cherry Bekaert LLP as the Company’s Independent Registered Public Accounting Firm.

As indicated in the above table, the proposal to ratify the appointment of the Company’s independent auditors for the 2021 fiscal year was approved.

Management also proposed: (i) a non-binding advisory vote on executive compensation, (ii) a non-binding advisory vote on the frequency of the vote on executive compensation. The table below summarizes the results of the voting on these proposals by the Company’s stockholders:

Approval of a non-binding advisory resolution relating to the compensation of the Company’s Named Executive Officers.  

As indicated in the above table, the proposal to approve executive compensation was approved.

Approval of a non-binding advisory resolution on the frequency (every one, two or three years) of the non-binding vote to approve the compensation of the Company’s Named Executive Officers.

As indicated in the above table, the proposal was approved to hold such advisory vote every three-years.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 13, 2020