Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 19, 2021
OPTION CARE HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-11993
05-0489664
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
3000 Lakeside Dr.Suite 300N, Bannockburn, IL60015
(Address of principal executive offices)
(312) 940-2443
(Registrant's telephone number, including area code)
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 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. ¨
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, $0.0001 par value per share
OPCH
Nasdaq Global Select Market
Item 5.07 Submission of Mattes to a Vote of Security Holders.
On May 19, 2021, Option Care Health, Inc. (the "Company") held its 2021 Annual meeting of Stockholders (the "Annual Meeting"). The proposals considered at the Annual Meeting are described in the Company's 2021 Proxy Statement filed with the Securities and Exchange Commission on April 7, 2021. The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below:
1.Election of ten directors for a term expiring at the next annual meeting of stockholders of the Company or until their successor are elected and qualified:
Name
For
Withheld
Broker Non-Votes
John J. Arlotta
157,003,459
465,148
8,481,863
Elizabeth Q. Betten
155,263,014
2,205,593
8,481,863
David W. Golding
157,032,994
435,613
8,481,863
Harry M. Jansen Kraemer, Jr.
139,969,886
17,498,721
8,481,863
Alan Nielsen
157,056,553
412,054
8,481,863
R. Carter Pate
157,044,282
424,325
8,481,863
John C. Rademacher
157,056,129
412,478
8,481,863
Nitin Sahney
157,088,934
379,673
8,481,863
Timothy Sullivan
151,026,444
6,442,163
8,481,863
Mark Vainisi
151,213,477
6,255,130
8,481,863
2. The ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021:
For
Against
Abstain
Broker Non-Votes
165,698,420
97,404
154,646
N/A
3. The non-binding advisory vote to approve executive officer compensation:
For
Against
Abstain
Broker Non-Votes
156,636,401
651,908
180,298
8,481,863
4. The approval of an amendment to the Option Care Health, Inc. 2018 Equity Incentive Plan for the reservation of an additional 5,000,000 shares of the Company's common stock for future issuance under such plan:
For
Against
Abstain
Broker Non-Votes
156,856,891
433,891
177,825
8,481,863
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.