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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. |
CorVel Corporation (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) on August 4, 2022 at the Company’s principle executive offices located at 5128 Apache Plume Roade, Suite 400, Fort Worth, Texas 76109. The Company had 17,547,519 shares of common stock outstanding on June 10, 2022, the record date for the Annual Meeting. At the Annual Meeting, 16,418,022 shares of common stock were present or represented by proxy, which represented 93.56% of the voting power of all the shares of common stock of the Company as of the record date.
The stockholders voted on three proposals at the Annual Meeting, as more fully described in the Company’s proxy statement.
The stockholders approved the following two proposals at the Annual Meeting according to the following final voting results:
| 1. | To elect the six directors named in the Proxy Statement, each to serve until the 2023 annual meeting of stockholders or until his or her successor has been duly elected and qualified: |
| Director Nominee |
For | Withheld | ||||||
| V. Gordon Clemons |
15,443,019 | 320,531 | ||||||
| Steven J. Hamerslag |
11,505,237 | 4,258,313 | ||||||
| Alan R. Hoops |
15,134,080 | 629,470 | ||||||
| R. Judd Jessup |
12,600,753 | 3,162,797 | ||||||
| Jean H. Macino |
15,459,657 | 303,893 | ||||||
| Jeffrey J. Michael |
11,411,072 | 4,352,478 | ||||||
| Broker Non-Votes | 654,472 |
| 2. | To ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023: |
| For |
16,388,648 | |||
| Against |
26,059 | |||
| Abstain |
3,315 | |||
| Broker Non-Votes |
0 |
The stockholders did not approve the following stockholder proposal at the Annual Meeting according to the following final voting results:
| 3. | Stockholder proposal requesting the Board of Directors prepare a report by January 2023 on steps the Company is taking to enhance board diversity and detailing board strategies to reflect the diversity of the Company’s workforce, community, and customers: |
| For |
5,696,502 | |||
| Against |
10,030,107 | |||
| Abstain |
36,941 | |||
| Broker Non-Votes |
654,472 |
No other matters were presented for consideration or stockholder action at the Annual Meeting.
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.
| CORVEL CORPORATION | ||||||
| Dated: August 5, 2022 |
/s/ Brandon T. O’Brien | |||||
| Brandon T. O’Brien | ||||||
| Chief Financial Officer | ||||||
