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
 
Date of Report (Date of earliest event reported): May 4, 2010
 
 
REHABCARE GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-14655
51-0265872
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
 
Identification No.)
 
 
7733 Forsyth Boulevard
 
 
Suite 2300
 
 
St. Louis, Missouri
63105
 
(Address of principal executive offices)
(Zip Code)
 
(800) 677-1238
(Company’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.
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the  Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the  Exchange Act (17 CFR 240.13e-4(c))


 
 

 


       
Item 2.02
 
Results of Operations and Financial Condition
 
       
   
The information in Exhibit 99.1 is incorporated herein by reference.
 
       
  Item 5.07   Submission of Matters to a Vote of Security Holders.  
 
RehabCare Group, Inc. ("the Company") held its annual meeting of stockholders on May 4, 2010. In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934. Following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 23, 2010.

1.  
Votes regarding the persons nominated to serve as directors for a term expiring in 2011 were as follows.  Each of the eight nominees for director was elected.

 
Votes
Votes
Broker
Nominee
For
Withheld
Non-Votes
       
Colleen Conway-Welch
19,805,467
270,578
1,230,228
Anthony Piszel
19,790,650
285,395
1,230,228
Christopher Hjelm
19,802,853
273,193
1,230,228
Suzan Rayner
19,806,339
269,706
1,230,228
Harry Rich
19,702,827
373,219
1,230,228
Larry Warren
19,708,909
367,136
1,230,228
Theodore Wight
19,358,621
717,425
1,230,228
John Short
19,801,934
274,111
1,230,228

2.  
KPMG LLP was ratified as the Company's independent registered public accounting firm for 2010. The voting results were as follows:

Votes For
Votes Against
Votes Abstained
20,683,844
484,729
137,699

3.  
The RehabCare Group, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective May 4, 2010) was approved by stockholders. The voting results were as follows:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
18,343,779
1,587,850
144,416
1,230,228
 
       
Item 7.01
 
Regulation FD Disclosure
 
       
   
The information in Exhibit 99.2 is incorporated herein by reference.
 
       
Item 9.01
 
Financial Statements and Exhibits
 
       
(d)
 
Exhibits
 
       
   
The following exhibits are furnished pursuant to Item 2.02, 7.01 and 9.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934:
 
       
 
99.1
Press release dated May 4, 2010, announcing our first quarter revenues and results of operations.
 
       
 
99.2
The script for a conference call held by the registrant on May 5, 2010
 
       
 
 
 

 


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.
 
Dated: May 5, 2010
 
 
REHABCARE GROUP, INC.
 
 
 
 
By: /s/
Jay W. Shreiner
 
Jay W. Shreiner
 
Executive Vice President and
 
Chief Financial Officer
 
 

 
 

 

EXHIBIT INDEX


Exhibit No.
   
Description
99.1
 
Press release dated May 4, 2010, announcing our first quarter revenues and results of operations.
     
99.2
 
The script for a conference call held by the registrant on May 5, 2010


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