Date of Report (date of earliest event reported): June 9, 2022
DAVITA INC.
(Exact name of registrant as specified in its charter)
DE
1-14106
51-0354549
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2000 16th Street
Denver,
CO
80202
(Address of principal executive offices including Zip Code)
(720) 631-2100
(Registrant’s 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading symbol(s):
Name of each exchange on which registered:
Common Stock, $0.001 par value
DVA
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company 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 June 9, 2022, DaVita Inc. (the "Company") held its virtual 2022 Annual Meeting of Stockholders ("Annual Meeting"). Represented virtually or by proxy at the Annual Meeting were 84,971,250 shares of the Company’s common stock, or 89.37% of its outstanding shares of common stock as of April 14, 2022, the record date of the Annual Meeting. The proposals presented at the Annual Meeting are described in detail in the Company’s Proxy Statement. The vote results detailed below represent final results as certified by the Inspector of Elections.
Proposal 1. Election of Directors.
The Company’s stockholders elected the nine director nominees named below to the Company’s Board of Directors for a term expiring at the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The voting results are as follows:
Name of Nominee
For
Against
Abstain
Broker non-votes
Pamela M. Arway
75,465,969
3,154,107
36,635
6,314,539
Charles G. Berg
76,529,040
2,086,502
41,169
6,314,539
Barbara J. Desoer
75,433,952
3,185,759
37,000
6,314,539
Paul J. Diaz
75,731,102
2,884,884
40,725
6,314,539
Jason M. Hollar
78,514,279
101,104
41,328
6,314,539
Gregory J. Moore, MD, PhD
78,544,433
71,684
40,594
6,314,539
John M. Nehra
74,597,062
4,018,973
40,676
6,314,539
Javier J. Rodriguez
77,829,345
785,859
41,507
6,314,539
Phyllis R. Yale
77,818,272
800,667
37,772
6,314,539
Proposal 2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm.
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results are as follows:
For
Against
Abstain
81,889,042
3,026,111
56,097
Proposal 3. Advisory vote to approve named executive officer compensation.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results are as follows:
For
Against
Abstain
Broker non-votes
73,732,100
4,851,929
72,682
6,314,539
Proposal 4. Stockholder proposal regarding political contributions disclosure.
The Company’s stockholders did not approve the stockholder proposal regarding political contributions disclosure. The voting results are as follows:
For
Against
Abstain
Broker non-votes
18,845,131
59,567,699
243,881
6,314,539
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
