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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 Exchange Act of 1934
May 27, 2020
Date of Report (Date of earliest event reported)
HMS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | 0-50194 | | 11-3656261 | |
(State or other jurisdiction
of incorporation) | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
| | | | |
5615 High Point Drive | Irving | Texas | 75038 | |
(Address of Principal Executive Offices) | | | (Zip Code) | |
(214) 453-3000
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 (see General Instruction A.2. below):
☐ 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))
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 $0.01 par value | HMSY | The Nasdaq Stock Market LLC |
| | The Nasdaq Global Select Market |
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 May 27, 2020, HMS Holdings Corp. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Set forth below is information concerning each matter submitted to a vote at the Annual Meeting, including the final voting results.
1. Proposal One – Election of Directors
The shareholders elected each of the following individuals as a director to hold office for a one-year term expiring at the annual meeting of shareholders in 2021 and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.
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| Name | | For | | Against | | Abstain | | Broker Non-Votes |
| Katherine Baicker, Ph.D. | | 76,063,939 | | | | 42,679 | | | | 9,600 | | | | 3,916,610 | |
| Robert Becker | | 75,831,650 | | | | 274,818 | | | | 9,750 | | | | 3,916,610 | |
| Craig R. Callen | | 75,806,097 | | | | 300,271 | | | | 9,850 | | | | 3,916,610 | |
| William C. Lucia | | 73,671,448 | | | | 2,329,930 | | | | 114,840 | | | | 3,916,610 | |
| William F. Miller III | | 74,215,282 | | | | 1,820,308 | | | | 80,628 | | | | 3,916,610 | |
| Jeffrey A. Rideout, M.D. | | 76,035,422 | | | | 39,391 | | | | 41,405 | | | | 3,916,610 | |
| Ellen A. Rudnick | | 73,455,282 | | | | 2,647,907 | | | | 13,029 | | | | 3,916,610 | |
| Bart M. Schwartz | | 75,938,021 | | | | 138,121 | | | | 40,076 | | | | 3,916,610 | |
| Richard H. Stowe | | 72,752,533 | | | | 3,328,618 | | | | 35,067 | | | | 3,916,610 | |
| Cora M. Tellez | | 75,833,846 | | | | 274,352 | | | | 8,020 | | | | 3,916,610 | |
2. Proposal Two – Advisory Approval of the Company’s 2019 Executive Compensation
The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for 2019, as described in the proxy statement for the Annual Meeting.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 73,676,988 | | | | 2,419,319 | | | | 19,911 | | | | 3,916,610 | |
3. Proposal Three – Ratification of the Selection of Independent Registered Public Accounting Firm
The shareholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 79,879,252 | | | | 141,360 | | | | 12,216 | |
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.
HMS HOLDINGS CORP.
Date: June 1, 2020
By: /s/ Meredith W. Bjorck
Meredith W. Bjorck
Executive Vice President, Chief Legal Officer and Corporate Secretary