RadNet, Inc. (NASDAQ:RDNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At the Companys Annual Meeting of Stockholders held on June 8,
2017, the stockholders approved the amendment and restatement of
the 2006 Equity Incentive Plan and the material terms of the
performance goals under the 2006 Equity Incentive Plan (the
Restated Plan), including (i) an increase in the number of shares
available to be issued as equity compensation awards by two
million shares, (ii) an extension of the expiration date of the
equity compensation plan, which expiration date would otherwise
occur in April 2025, until March 9, 2027, (iii) approval of the
material terms of the performance goals under the 2006 Equity
Incentive Plan and (iv) the imposition of an annual total
compensation limit of $500,000 on non-employee directors. The
Restated Plan was previously approved, subject to stockholder
approval, by the Board of Directors of the Company.
A summary of the material terms and conditions of the Restated
Plan and awards thereunder is included in the Companys definitive
proxy statement filed with the SEC on April 28, 2017, under
Proposal No. 5 Approval of the Amendment and Restatement of the
2006 Equity Incentive Plan and the Material Terms of the
Performance Goals Under the 2006 Equity Incentive Plan, which
section is incorporated herein by reference. The preceding
summary is qualified in its entirety by, and should be read in
conjunction with, the RadNet, Inc. 2006 Equity Incentive Plan
(Amended and Restated as of March 9, 2017), which is filed as
Exhibit 99.1 to this Current Report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Companys Annual Meeting of Stockholders held on June 8,
2017, the stockholders considered and approved five proposals,
each of which is described in more detail in the Companys 2017
definitive proxy statement filed with the Securities and Exchange
Commission on April 28, 2017 for the Annual Meeting of
Stockholders.
The results detailed below represent the final voting results as
certified by the Inspector of Elections:
Proposal 1
The stockholders elected the following seven directors to hold
office until the 2018 Annual Meeting of Stockholders or until
their successors are duly elected and qualified based on the
following votes:
| Director | For | Withheld | Broker Non-Votes | |||
| Howard G. Berger, M.D. | 26,910,227 | 1,647,274 | 10,734,643 | |||
| Marvin S. Cadwell | 24,060,490 | 4,497,011 | 10,734,643 | |||
| John V. Crues, III, M.D. | 23,982,972 | 4,574,529 | 10,734,643 | |||
| Norman R. Hames | 26,752,375 | 1,805,126 | 10,734,643 | |||
| Lawrence L. Levitt | 24,061,918 | 4,495,583 | 10,734,643 | |||
| Michael L. Sherman, M.D. | 26,545,553 | 2,011,948 | 10,734,643 | |||
| David L. Swartz | 23,795,374 | 4,762,127 | 10,734,643 |
Proposal 2
The proposal to ratify the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for the
year ending December 31, 2017 was approved based on the following
votes:
| For | Against | Abstentions | ||||||||
| 38,772,093 | 374,091 | 145,960 | ||||||||
Proposal 3
The non-binding advisory vote to approve the compensation of the
Companys named executive officers disclosed in the Companys 2017
definitive proxy statement was approved based on the following
votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 27,284,417 | 579,201 | 693,883 | 10,734,643 | |||||||||||
Proposal 4
The non-binding advisory vote on the frequency of the advisory
vote on the compensation of the Companys named executive officers
received the following votes:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 24,034,806 | 82,243 | 3,274,547 | 1,165,905 | |||||||||||||||
Consistent with the vote of stockholders, the Company will
conduct future advisory votes regarding executive compensation
every year until the next required stockholder advisory vote on
the matter or until the Board otherwise determines that a
different frequency for such votes is in the best interests of
the Companys stockholders.
Proposal 5
The amendment and restatement of the 2006 Equity Incentive Plan
and the material terms of the performance goals under the 2006
Equity Incentive Plan was approved based on the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 20,365,601 | 4,239,689 | 3,952,211 | 10,734,643 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 99.1 |
RadNet, Inc. 2006 Equity Incentive Plan (Amended and Restated as of March 9, 2017). |
About RadNet, Inc. (NASDAQ:RDNT)
RadNet, Inc. is a provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States. The Company operates directly or indirectly through joint ventures with hospitals, approximately 300 centers located in California, Delaware, Florida, Maryland, New Jersey, New York and Rhode Island. Its centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders. Its services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. It operates approximately 140 fixed-site, freestanding outpatient diagnostic imaging facilities in California, over 10 in Delaware, three in Florida, 50 in Maryland, 20 in New Jersey, 20 in the Rochester and Hudson Valley areas of New York, approximately 40 in New York City, as well as five in Rhode Island.
