MAGELLAN HEALTH,INC. (NASDAQ:MGLN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendment of Articles of Incorporations or Bylaws;
Change in Fiscal Year.
As disclosed in Item 5.07 below, on May 24, 2017, the
shareholders of Magellan Health, Inc. (the Company) approved
amendments to the Companys amended and restated certificate of
incorporation (as approved by shareholders, the Second Amended
and Restated Certificate of Incorporation) in order to declassify
the Companys board of directors and provide that directors shall
be elected for one-year terms after a transition period. The
amendments also remove a number of obsolete provisions relating
primarily to a class of capital stock that is no longer
outstanding or issuable. The Second Amended and Restated
Certificate of Incorporation was previously approved by the board
of directors, subject to shareholder approval, and became
effective upon filing with the Delaware Secretary of State on May
25, 2017.
On May 24, 2017, the board of directors amended and restated the
Companys bylaws (as amended and restated, the Bylaws), effective
upon the filing of the Second Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State. The
amendments consist of conforming changes to reflect the
declassification of the board of directors and the removal of
obsolete provisions relating to a class of capital stock no
longer outstanding or issuable.
Copies of the Second Amended and Restated Certificate of
Incorporation and the Bylaws are filed as Exhibit 3.1 and Exhibit
3.2, respectively, to this Current Report on Form 8-K and are
incorporated by reference herein. The foregoing descriptions of
the Second Amended and Restated Certificate of Incorporation and
the Bylaws do not purport to be complete and are qualified in
their entirety by reference to the full text of the Second
Amended and Restated Certificate of Incorporation and the Bylaws.
Item 5.07 Submissionof Matterstoa Voteof Security Holders.
The annual meeting of shareholders of the Company (the Meeting)
was held on May24, 2017, in connection with which proxies were
solicited to Regulation 14A under the Securities Exchange Act of
1934. At the close of business on March31, 2017, the record date
for the Meeting, 23,717,121 shares of the Companys common stock
were issued, outstanding and entitled to vote. At the Meeting,
22,066,924 shares of the Companys common stock were represented
in person or by proxy. Four proposals were scheduled and noted to
be acted upon at the Meeting: (i)to elect four directors to serve
until the 2020 annual meeting (Proposal Number One); (ii)to
approve, in an advisory vote, the compensation of the Companys
named executive officers (Proposal Number Two); (iii)to approve
the Companys Second Amended and Restated Certificate of
Incorporation to declassify the Companys board of directors and
to delete obsolete provisions (Proposal Number Three), and (iv)to
ratify the appointment of Ernst Young LLP as the Companys
independent accountants for fiscal year 2017 (Proposal Number
Four).
At the Meeting, four directors, William J. McBride, Perry G.
Fine, M.D., John O. Agwunobi, M.D., and G. Scott MacKenzie, were
nominated for election to serve three year terms until the
Companys 2020 annual meeting, or until the election and
qualification of their successors were elected. The vote with
respect to each such nominee was as follows:
|
Nominee |
For |
Withheld |
Broker Non-Votes |
|
William J. McBride |
20,835,243 |
79,640 |
1,152,041 |
|
Perry G. Fine, M.D. |
20,856,715 |
58,168 |
1,152,041 |
|
John O. Agwunobi, M.D. |
20,882,804 |
32,079 |
1,152,041 |
|
G. Scott MacKenzie |
20,881,313 |
33,570 |
1,152,041 |
2
Other directors whose terms of office continued after the
Meeting are: Barry M. Smith, Michael S. Diament, Mary F.
Sammons, Eran Broshy and Kay Coles James.
Proposal Number Two was adopted with 20,550,327 shares voted
for, 353,614 shares voted against, 10,942 shares abstaining and
1,152,041 broker non-votes.
Proposal Number Three was adopted with 20,904,908 shares voted
for, 6,386 shares voted against, 3,589 shares abstaining and
1,152,041 broker non-votes.
Proposal Number Four was adopted with 21,986,240 shares voted
for, 79,157 shares voted against and 1,527 shares abstaining.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number |
Description |
||
|
3.1 |
Second Amended and Restated Certificate of |
||
|
3.2 |
Bylaws of the Company as amended and restated on May |
||
|
.1 |
3
About MAGELLAN HEALTH, INC. (NASDAQ:MGLN)
Magellan Health, Inc. is engaged in the healthcare management business. The Company’s segments include Healthcare, Pharmacy Management and Corporate. It is focused on managing special populations, complete pharmacy benefits and other specialty areas of healthcare. Its Healthcare includes its management of behavioral healthcare services and employee assistance program (EAP) services, management of other specialty areas, including diagnostic imaging and musculoskeletal management, and the integrated management of physical, behavioral and pharmaceutical healthcare for special populations, delivered through Magellan Complete Care (MCC). Its Pharmacy Management segment consists of products and solutions that provide clinical and financial management of pharmaceuticals paid under medical and pharmacy benefit programs. Its Corporate segment consists primarily of operational support functions. It provides services to health plans and other managed care organizations (MCOs). MAGELLAN HEALTH, INC. (NASDAQ:MGLN) Recent Trading Information
MAGELLAN HEALTH, INC. (NASDAQ:MGLN) closed its last trading session down -0.80 at 69.40 with 109,276 shares trading hands.
