Current Report Filing (8-k)
November 16 2017 - 3:49PM
Edgar (US Regulatory)
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported) November 13, 2017
SUNLINK HEALTH SYSTEMS, INC.
(Exact Name Of Registrant As Specified In Charter)
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Ohio
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1-12607
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31-0621189
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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900 Circle 75 Parkway, Suite 1120, Atlanta, Georgia
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30339
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (770) 933-7000
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934
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
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Submission of Matters to a Vote of Security Holders
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The following matters were
submitted to a vote of common shareholders at the 2017 annual meeting of stockholders of SunLink Health Systems, Inc. (the Company) held on November 7, 2017:
Election of Directors
Managements
nominees for election to the board of directors, as listed in the Companys proxy statement, were elected for two-year terms; with the results of the voting as follows:
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Nominee
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For
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Withheld
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Against
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Broker
Non-Votes
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Robert M. Thornton, Jr.
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5,125,353
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350,541
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0
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1,770,108
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Dr. Steven J. Baileys
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5,188,639
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287,255
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0
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1,770,108
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Gene E, Burleson
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5,189,009
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286.885
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0
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1,770,108
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As indicated in the table above, Robert M. Thornton, Jr., Dr, Steven J. Baileys and Gene E. Burleson were
elected as directors for terms expiring at the 2019 annual meeting of shareholders. The terms of the following incumbent directors continue until the 2018 annual meeting of shareholders: Karen B. Brenner, C. Michael Ford, Christopher H. B. Mills and
Howard E. Turner.
Management also proposed: (i) a non-binding advisory vote on executive compensation, (ii) a non-binding advisory
vote on the frequency of the vote on executive compensation, and (iii) the ratification of the appointment of the Companys independent auditors for the 2018 fiscal year. The table below summarizes the results of the voting on these
proposals by the Companys stockholders:
Approval of a non-binding advisory resolution relating to the compensation of the Companys Named
Executive Officers.
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For
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Against
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Abstentions
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Broker Non-Votes
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5,286,874
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155,635
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33,385
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1,770,108
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As indicated in the above table, the proposal to approve executive compensation was approved.
Approval of a non-binding advisory resolution on the frequency (every one, two or three years) of the non-binding vote to approve the compensation of the
Companys Named Executive Officers.
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Every Year
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Every Two Years
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Every Three Years
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Abstentions
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Broker Non-Votes
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2.822,034
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341,815
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2,306,822
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5,223
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1,770,108
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As indicated in the above table, the proposal was approved to hold such
advisory vote every year.
Ratification of the appointment of Cherry Bekaert LLP as the Companys Independent Registered Public Accounting
Firm.
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For
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Against
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Abstentions
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Broker Non-Votes
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7,241,025
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1,475
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3,502
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1,770,108
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As indicated in the above table, the proposal to ratify the appointment of the Companys independent
auditors for the 2018 fiscal year was approved.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
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SUNLINK HEALTH SYSTEMS, INC.
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By:
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/s/ Mark J. Stockslager
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Name:
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Mark J. Stockslager
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Title:
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Chief Financial Officer
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Dated: November 16, 2017
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