Form: 8-K

Current report filing

October 2, 2014

  

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): September 30, 2014

 

___________________

 

APOLLO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

___________________

 

Delaware   000-25809   46-3837784
(State or Other Jurisdiction   (Commission File   (I.R.S. Employer
of Incorporation)   Number)   Identification Number)

 

700 N. Brand Blvd., Suite 220, Glendale, CA 91203

(Address of principal executive offices) (zip code)

 

(818) 396-8050

(Registrant's telephone number, including area code)

 

N/A

(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))

  

 
 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Stockholders (“Annual Meeting”) of Apollo Medical Holdings, Inc. (the “Company”) was held on September 30, 2014. The following nominees were elected as directors by the votes indicated:

 

                Broker  
    For     Withheld     Non-Votes  
                   
Warren Hosseinion     27,677,667       0       0  
Mark Meyers     27,677,667       0       0  
Ted Schreck     27,677,667       0       0  
Suresh Nihalani     18,554,280       9,123,387       0  
Gary Augusta     27,677,667       0       0  
Mitchell Creem     27,677,667       0       0  
David Schmidt     27,677,667       0       0  
                         

 

 

The following proposal was also adopted at the Annual Meeting by the vote indicated:

 

                      Broker  
    For     Against     Abstain     Non-Votes  
                       
Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2015.     27,627,695       0       49,972       0  

  

 

 

The following proposal was also adopted at the Annual Meeting by the vote indicated:

 

                      Broker  
    For     Against     Abstain     Non-Votes  
                       
Amendment of the Company’s Certificate of Incorporation (as amended, the “Certificate”), as disclosed in the Company’s Proxy Statement dated September 12, 2014, to provide for the indemnification of members of the Board of Directors, or any committee thereof, and officers to the maximum extent permitted under Delaware law.     27,618,495       9,200       49,972       0  

 

  

 
 

 

The following proposal was also adopted at the Annual Meeting by the vote indicated:

 

                      Broker  
    For     Against     Abstain     Non-Votes  
                       
Amendment of the Certificate to delete any restriction or limitation regarding pre-emptive rights, as disclosed in the Company’s Proxy Statement dated September 12, 2014.     27,618,495       9,200       49,972       0  

 

 

 

The following proposal was also adopted at the Annual Meeting by the vote indicated:

 

                      Broker  
    For     Against     Abstain     Non-Votes  
                       
Ratification of the grant to NNA of Nevada, Inc. of certain subscription and other rights related to future issuances of the Company’s equity securities, as disclosed in the Corporation’s Proxy Statement dated September 12, 2014.     27,668,322       9,200       145       0  

 

 

 

The following proposal was also adopted at the Annual Meeting by the vote indicated:

 

                      Broker  
    For     Against     Abstain     Non-Votes  
                       
The amendment of the Certificate to approve a reverse stock split of the Company’s common stock by a ratio of not less than one-for-five (1:5) and not greater than one-for-thirty (1:30), with whether to implement the reverse stock split to be determined by the Board of Directors, and, if it so determines, with the exact reverse split ratio and effective date to be decided and publicly announced by the Board of Directors prior to the effective time of the reverse stock split amendment, as disclosed in the Company’s Proxy Statement dated September 12, 2014.     27,618,640       9,200       49,827       0  

   

 

 

Our stockholders approved, in an advisory (non-binding) vote, the compensation of our Named Executive Officers. The result of the advisory (non-binding) vote on the compensation of our Named Executive Officers was as follows:

 

                      Broker  
    For     Against     Abstain     Non-Votes  
      27,627,695       49,827       145       0  
                                 

  

 

 

Our stockholders recommended, in an advisory (non-binding) vote, to hold future advisory votes on the compensation of our Named Executive Officers annually. We will hold such a vote every year until the next required vote on the frequency of stockholder votes on the compensation of our Named Executive Officers. The result of the advisory (non-binding) vote on the frequency of the future advisory votes on the compensation of our Named Executive Officers was as follows:

  

                       
  1 Year     2 Year     3 Year     Abstain  
    25,527,840       0       2,149,827       0  

 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  APOLLO MEDICAL HOLDINGS, INC.
   
Dated: October 2, 2014 By:  /s/ Warren Hosseinion
  Name: Warren Hosseinion
 

Title:     Chief Executive Officer