athenahealth, Inc. (NASDAQ:ATHN) Files An 8-K Submission of Matters to a Vote of Security Holders

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athenahealth, Inc. (NASDAQ:ATHN) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07

Submission of Matters to a Vote of Security Holders.
athenahealth, Inc. (the Company) held its annual meeting of
shareholders (the Annual Meeting) on June 7, 2017, at its
corporate headquarters located in Watertown, Massachusetts. The
final voting results on each of the matters submitted to a vote
of the shareholders at the Annual Meeting are set forth below.
Proposal 1>- Three directors, Amy Abernethy, Jonathan Bush,
and Brandon Hull, were elected to serve as Class I directors for
a term of three years and until their successors are duly elected
and qualified, subject to their earlier resignation or removal.
Nominee
For
Withheld
Broker Non-Votes
Amy Abernethy
36,611,745
35,612
2,100,628
Jonathan Bush
36,163,397
483,960
2,100,628
Brandon Hull
36,179,983
467,374
2,100,628
Additionally, Dev Ittycheria, John A. Kane, Jacqueline B.
Kosecoff, Ed Park, David E. Robinson, and Thomas J. Szkutak
continued to serve as directors after the Annual Meeting.
Proposal 2>- The appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017 was ratified.
For
Against
Abstain
38,651,631
68,723
27,631
Proposal 3>- The advisory vote on the compensation for the
Companys Named Executive Officers for fiscal year 2016 was
approved.
For
Against
Abstain
Broker Non-Votes
34,910,533
1,689,359
47,465
2,100,628
Proposal 4>- The advisory vote on the frequency of the
advisory vote to approve the compensation of the Companys Named
Executive Officers.
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
34,991,875
48,444
1,574,815
32,223
2,100,628
Based on the votes set forth above, the Companys stockholders
approved, on a non-binding, advisory basis, a frequency of One
Year for the non-binding, advisory vote on the compensation of
the Companys named executive officers. The Board of Directors
considered these voting results and other factors, and has
determined that the Company will hold future advisory votes on
its executive compensation on an annual basis.
Item 8.01
Other Events.
On June 8, 2017, the Company announced that it has entered into an
agreement to acquire Praxify Technologies, Inc., a Delaware
corporation (Praxify), for an aggregate purchase price of up to
approximately $63 million in cash. The Company expects to fund the
transaction using cash on hand. At the closing of the transaction,
which is subject to customary conditions, Praxify will become a
wholly-owned subsidiary of the Company.
A copy of the Company’s press release announcing the signing of a
definitive agreement to acquire Praxify is included as exhibit 99.1
to this Current Report on Form 8-K and incorporated herein by
reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements may be identified by words like expect, will, and
similar words. These forward-looking statements are based on our
beliefs, assumptions and estimates using information available to
us at the time and are not intended to be guarantees of future
events or performance. These forward-looking statements include,
among other things, statements regarding the expected completion of
the acquisition of
Praxify. If our underlying assumptions turn out to be incorrect, or
if certain risks or uncertainties materialize, actual results could
vary materially from the expectations expressed or implied by our
forward-looking statements. These factors, in some cases, have
affected and in the future (together with other factors) could
affect our ability to implement our business strategy and may cause
actual results to differ materially from those contemplated by the
statements expressed in this press release. As a result, readers
are cautioned not to place undue reliance on any of our
forward-looking statements.
Risks and uncertainties that may cause such differences include,
among other things, the risk that the conditions to completing the
acquisition of Praxify will not be satisfied on a timely basis or
at all. These factors are difficult or impossible to predict
accurately and many of them are beyond our control. For a further
list and description of other important risks and uncertainties
that may affect our future operations, see Part I, Item 1A – Risk
Factors in our most recent Annual Report on Form 10-K filed with
the Securities and Exchange Commission, which we may update in Part
II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we
have filed or will file hereafter. We disclaim any intention or
obligation to publicly update or revise any forward-looking
statements to reflect any change in our expectations or in events,
conditions or circumstances on which those expectations may be
based, or that may affect the likelihood that actual results will
differ from those contained in the forward-looking statements. This
cautionary statement is applicable to all forward-looking
statements contained in this document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press release issued by athenahealth, Inc. on June 8,
2017, filed herewith.


About athenahealth, Inc. (NASDAQ:ATHN)

athenahealth, Inc. is a provider of cloud-based services and mobile applications for medical groups and health systems. The Company delivers cloud-based services for revenue cycle management and medical billing, electronic health records (EHR), patient engagement, care coordination, order transmission, population health management, and clinical decision support. Through these services, the Company connects healthcare information and processes, and drives results for approximately 75,000 healthcare providers. The Company has developed various cloud-based services. Its services include athenaCollector for revenue cycle and practice management; athenaClinicals for electronic health records; athenaCommunicator for patient engagement; athenaCoordinator for order transmission; athenaCoordinator Enterprise for patient access, care coordination, and order transmission; athenaCommunicator Enterprise for population health management, and Epocrates for clinical decision support.