Universal American Corp. (NYSE:UAM) 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.
corporation (the Company), held a special meeting of the
Companys stockholders (the Special Meeting) to:
| 1. |
Consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of November 17, 2016 (as it may be amended, the Merger Agreement), by and among WellCare Health Plans, Inc., a Delaware corporation (WellCare), Wind Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of WellCare (Merger Sub), and the Company, to which Merger Sub will merge with and into the Company (the Merger) and certain other transactions will be effected with the Company surviving as an indirect wholly owned subsidiary of WellCare (the Merger Agreement Proposal); |
| 2. |
Consider and cast an advisory (non-binding) vote on a proposal to approve certain agreements or understandings with, and items of compensation payable to, the Companys named executive officers that are based on or otherwise related to the Merger (the Compensation Proposal); and |
| 3. |
Consider and vote on a proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement (the Adjournment Proposal). |
Companys definitive proxy statement for the Special Meeting,
which was first mailed to the Companys stockholders on January
17, 2017.
Meeting, 58,939,901 shares of the Companys common stock were
outstanding and entitled to vote. At the Special Meeting, a total
of 52,783,555 shares of the Companys common stock, approximately
90% of the shares of the Companys common stock outstanding and
entitled to vote, were present in person or represented by proxy,
constituting a quorum to conduct business.
Proposal and the Compensation Proposal. While the Company
solicited proxies with respect to the Adjournment Proposal in
connection with the Special Meeting, there were sufficient votes
from the Companys stockholders to approve the Merger Agreement
Proposal, and thus adjournment of the Special Meeting was
unnecessary and the Adjournment Proposal was not called. The
following are the votes cast on each of the matters presented at
the Special Meeting:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
52,539,809
|
175,365
|
68,381
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
47,054,540
|
5,650,228
|
78,787
|
announcing the results of its stockholders vote at the Special
Meeting, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
|
Exhibit Number
|
Exhibit Description
|
|
|
99.1
|
Press release, dated February 16, 2017.
|
About Universal American Corp. (NYSE:UAM)
Universal American Corp. provides an array of health insurance and managed care products and services to people covered by Medicare and Medicaid. The Company’s segments include Medicare Advantage, Management Services Organization (MSO) and Medicaid. Its Medicare Advantage segment contains the operations of its initiatives in managed care for seniors. Its Medicare Advantage segment includes the operations of its Medicare coordinated care Health Maintenance Organization, Preferred Provider Organization and Network Private Fee-for-Service Plans. Its MSO segment supports its physician partnerships in the development of healthcare models, such as Accountable Care Organizations. Its Medicaid segment includes the operations of its Total Care Medicaid health plan. Total Care provides Medicaid managed care services to over 39,000 members in upstate New York. It also operates in Corporate & Other segment, which reflects the activities of its holding company and other ancillary operations. Universal American Corp. (NYSE:UAM) Recent Trading Information
Universal American Corp. (NYSE:UAM) closed its last trading session down -0.01 at 9.96 with 120,851 shares trading hands.
