UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2021 Annual Shareholders’ Meeting (the “Annual Meeting”) of Mednax, Inc., a Florida corporation (the “Company”), held on May 12, 2021, the shareholders of the Company approved (i) the amendment and restatement of the Company’s Amended and Restated 2008 Incentive Compensation Plan (the “Plan”), which, among other things, increased the number of shares of the Company’s common stock available for issuance under the Plan by 7,200,000 shares and (ii) the amendment and restatement of the Company’s 1996 Non-Qualified Employee Stock Purchase Plan, as amended (the “ESPP”), which, among other things, increased the aggregate number of shares of common stock available for issuance under the ESPP as of May 12, 2021 to 9,900,000 shares.
The Plan and the ESPP are described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 23, 2021, under the headings “Proposal 2: Approval of the Amendment and Restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan” and “Proposal 3: Approval of the Amendment and Restatement of the Amended and Restated Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended”, respectively, and each such description is incorporated by reference herein.
The foregoing descriptions of the amendment and restatement of the Plan and the ESPP are only summaries, and are qualified in their entirety by reference to the full text of the Plan and the ESPP, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 12, 2021, the Company held the Annual Meeting. Of the 86,194,705 shares of common stock outstanding and entitled to vote, 79,213,156 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows (percentages voted For, Withheld, or Against are based on shares voted):
Proposal 1: All of the nominees for the Company’s Board of Directors were elected to serve until the Company’s 2022 Annual Shareholders’ Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:
| Name |
For | Percent Voted For | Withheld | Percent Withheld | Broker Non-Vote | |||||
| Karey D. Barker |
75,519,996 | 98.10% | 1,459,960 | 1.90% | 2,233,200 | |||||
| Waldemar A. Carlo, M.D. |
71,135,450 | 92.41% | 5,844,506 | 7.59% | 2,233,200 | |||||
| Paul G. Gabos |
73,452,885 | 95.42% | 3,527,071 | 4.58% | 2,233,200 | |||||
| Manuel Kadre |
70,149,676 | 91.13% | 6,830,280 | 8.87% | 2,233,200 | |||||
| Thomas A. McEachin |
75,989,707 | 98.71% | 990,249 | 1.29% | 2,233,200 | |||||
| Roger J. Medel, M.D. |
75,379,366 | 97.92% | 1,600,590 | 2.08% | 2,233,200 | |||||
| Mark S. Ordan |
75,944,813 | 98.66% | 1,035,143 | 1.34% | 2,233,200 | |||||
| Michael A. Rucker |
75,845,720 | 98.53% | 1,134,236 | 1.47% | 2,233,200 | |||||
| Guy P. Sansone |
75,180,534 | 97.66% | 1,799,422 | 2.34% | 2,233,200 | |||||
| John M. Starcher, Jr. |
74,091,034 | 96.25% | 2,888,922 | 3.75% | 2,233,200 | |||||
| Shirley A. Weis |
73,500,880 | 95.48% | 3,479,076 | 4.52% | 2,233,200 |
Proposal 2: The amendment and restatement of the Plan was approved by the Company’s shareholders, by the votes set forth in the table below:
| For |
Percent Voted For |
Against |
Percent Voted Against |
Abstained |
Broker Non-Vote | |||||
| 73,961,183 |
96.09% | 3,001,844 | 3.90% | 16,929 | 2,233,200 |
Proposal 3: The amendment and restatement of the ESPP was approved by the Company’s shareholders, by the votes set forth in the table below:
| For |
Percent Voted For |
Against |
Percent Voted Against |
Abstained |
Broker Non-Vote | |||||
| 76,776,124 |
99.75% | 187,473 | 0.24% | 16,359 | 2,233,200 |
Proposal 4: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year was ratified by the Company’s shareholders, by the votes set forth in the table below:
| For |
Percent Voted For |
Against |
Percent Voted Against |
Abstained |
Broker Non-Vote | |||||
| 73,798,996 |
93.17% | 5,405,639 | 6.82% | 8,521 | 0 |
Proposal 5: The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the 2020 fiscal year, by the votes set forth in the table below:
| For |
Percent Voted For |
Against |
Percent Voted Against |
Abstained |
Broker Non-Vote | |||||
| 62,368,264 |
81.04% | 14,588,328 | 18.95% | 23,364 | 2,233,200 |
The Company regularly makes efforts to engage with its shareholders and intends to continue to conduct additional outreach to its shareholders in the coming months.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 23, 2021). | |
| 99.1 | Amended and Restated Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan (incorporated by reference to Exhibit B to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 23, 2021). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Mednax, Inc. | ||||||
| Date: May 14, 2021 | By: | /s/ C. Marc Richards | ||||
| C. Marc Richards Chief Financial Officer | ||||||