UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 29, 2014
SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34465 |
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20-1764048 |
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(State or other jurisdiction of |
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(Commission File |
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(I.R.S. Employer |
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including area code)
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.
On May 1, 2014, Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its first quarter ended March 31, 2014. A copy of that press release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders (the “Annual Meeting”) of the Company was held on April 29, 2014. At the Annual Meeting, the Company’s stockholders approved three proposals. The proposals below are described in the Company’s definitive proxy statement dated March 5, 2014. The results are as follows:
Proposal 1: The Election of Three Class II Directors to the Board of Directors
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Name |
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Votes For |
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Votes Withheld |
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Abstentions |
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Broker Non-Votes |
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Bryan C. Cressey |
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122,548,801 |
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5,147,252 |
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0 |
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5,333,511 |
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Robert A. Ortenzio |
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120,565,497 |
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7,130,556 |
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0 |
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5,333,511 |
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Leopold Swergold |
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109,495,371 |
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18,200,682 |
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0 |
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5,333,511 |
Proposal 2: Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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121,303,056 |
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5,799,209 |
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593,788 |
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5,333,511 |
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2014
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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132,128,536 |
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454,679 |
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446,349 |
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0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Press Release, dated May 1, 2014, announcing financial results for the first quarter ended March 31, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
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SELECT MEDICAL HOLDINGS CORPORATION | |
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SELECT MEDICAL CORPORATION | |
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Date: May 2, 2014 |
By: |
/s/ Michael E. Tarvin |
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Michael E. Tarvin |
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Executive Vice President, General Counsel and Secretary |