LPNT Lifepoint Health, Inc. (delisted)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 3, 2016, the Board of Directors (the “Board”) of LifePoint Health, Inc. (the “Company”) adopted amendments to the Company’s Sixth Amended and Restated By-laws (the “By-laws,” and as so amended, the “Amended By-laws”) to change the voting standard for uncontested elections of directors to majority voting, to provide for a related resignation requirement and to make certain related changes. The Board also amended the Company’s Corporate Governance Standards to revise the director resignation requirements in connection with the amendments to the By-laws. These amendments, which took effect on November 3, 2016, are as follows:

·                   The voting standard for uncontested elections of directors was changed from plurality voting to majority voting, such that, in an uncontested election, a director nominee will be elected to the Board only if the number of votes cast “for” that director exceeds the number of votes cast “against” that director. Directors will continue to be elected by a plurality of the votes cast in “contested elections” (as defined in the Amended By-laws).

·                   The Board will only nominate for election director candidates who agree to tender, promptly after the annual meeting at which they are elected or re-elected, an irrevocable resignation that will take effect upon (i) the respective candidate’s failure to receive the required majority vote in an uncontested election and (ii) the Board’s acceptance of such resignation.  In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly after their appointment to the Board, the same form of resignation.

·                   If a nominee fails to receive the required majority vote in an uncontested election, the Board will determine whether to accept or reject such resignation, or what other action should be taken, within 90 days from the date of the certification of election results, after receiving a recommendation from the Corporate Governance and Nominating Committee.

The foregoing summary of the amendments to the By-laws is qualified in its entirety by reference to the full text of the Amended By-laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated in this Item 5.03 by reference.  Additionally, a copy of the Amended By-laws, marked to show changes to the By-laws, is also included as Exhibit 3.2 hereto (additions are underlined and deletions are struck through).