CIVITAS SOLUTIONS, INC. (NYSE:CIVI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

to the Civitas Solutions, Inc. 2014 Omnibus Incentive Plan (the
Plan), Civitas Solutions, Inc. (the Company) may grant from time
to time, among other things, restricted stock and
performance-based awards to employees, non-employee directors and
consultants or independent contractors to the Company.

Equity Compensation Awards

On March3, 2017, the Board of Directors of the Company (the
Board) made equity compensation awards to certain employees of
the Company, including the named executive officers. The types of
awards that were granted are: time-based restricted stock units
and performance-based restricted stock units (expressed as the
target number of shares subject to such awards).

Special Award of Time-Based Restricted Stock Units

On March3, 2017, the Board of Directors awarded time-based
restricted stock units to certain employees of the Company,
including the Companys named executive officers, other than
Mr.Nardella, the Chief Executive Officer. This special award was
approved because the Board of Directors recognizes that retention
of highly qualified leadership is critical to the Companys
financial performance and continued success. If we are unable to
retain our highly qualified employees, we risk not being able to
provide the operational and other expertise necessary to deliver
the high quality services that, in turn, help us to drive our
organic growth. We have a proven management team that has
demonstrated the ability and experience to ensure the delivery of
high quality services to clients, pursue and integrate numerous
acquisitions, manage critical human resources, develop and
maintain robust IT and financial systems, mitigate risk in the
business and oversee our significant growth and expansion. With
unemployment near or at historic lows, we face greater
competition for these highly qualified employees and recognize
the significant cost and disruption that occurs as a result of
unplanned attrition. As a result of these factors, the Board of
Directors recently approved a one-time grant of restricted stock
units to our vice-presidents and certain of the named executive
officers for the purpose of retaining employees that have
delivered outstanding and consistent performance and who are
expected to make important contributions in the future. The
restricted stock units are time based and 50% of the restricted
stock units will vest on the second year anniversary of the grant
date with the remaining 50% vesting on the third year anniversary
of the grant date. The recipients must generally remain employed
until the time of vesting, but the awards will vest in full if
the participants employment terminates as result of death or
disability.

Performance-Based Restricted Stock Units

On March3, 2017, the Committee adopted a new form of
Performance-Based Restricted Stock Unit Agreement (the PRSU
Agreement) to grant performance-based restricted stock unit
awards (PRSUs) under the Plan. The PRSUs will be earned and
vested over a three-year performance period based upon (a)the
Companys Incremental Return on Investment Capital (Incremental
ROIC) performance for the three-year performance period (i.e.,
the three fiscal years ending September30, 2019 (the Performance
Period)). Incremental ROIC will be calculated as set forth in the
PRSU Agreement The Board determined that Incremental ROIC was an
important measure to incent the named executive officers to
invest in programs, acquisitions and other assets that will drive
the Companys growth.

Vested PRSUs will be settled in shares of the Companys common
stock. The number of shares earned will range from 0% to 200% of
the target award. The percentage level at which the performance
conditions are satisfied

will be determined by the Committee following the end of fiscal
2019. The preliminary percentage vested will be determined based
on the achievement of Incremental ROIC for the Performance Period
as follows:

To the extent that Incremental ROIC is between the threshold and
target levels or between the target and maximum levels, the
percentage at which the Incremental ROIC performance condition is
satisfied will be determined on a pro rata basis using straight
line interpolation.

If a participants employment is terminated voluntarily (other
than for good reason or due to retirement) or for cause before
the end of the three-year Performance Period, all of the PRSUs
will be forfeited. If a participants employment is terminated
without cause or for good reason, the time-based vesting
component of the PRSUs will vest based on the number of full
years of the performance period that have been completed at such
time (i.e., 1/3 for one year, 2/3 for two years), but the total
number of PRSUs that will be earned is subject to the achievement
of the performance goal as described above. If a participants
employment is terminated due to death or disability, the entire
PRSU award will vest and the participant will receive the target
number of shares subject to the award. If a participants
employment is terminated due to retirement at more than 60 years
of age (or such younger age with the consent of the Committee)
following 10 years of service with the Company, or at more than
65 years of age (or such younger age with the consent of the
Committee) following five (5)years of service with the Company,
then the time-based vesting component of the PRSU award will vest
in its entirety, but the total number of PRSUs that will be
earned is subject to the achievement of the performance goal as
described above. In connection with a Change of Control, as
defined in the PRSU Agreement, the PRSUs do not automatically
vest and the Committee will have the discretion to adjust PRSUs
and certain performance conditions as provided in the Plan.

The form of time-based Restricted Stock Unit Agreement was filed
as Exhibit 10.33 to Amendment No.4 to the Companys Registration
Statement on Form S-1 on September3, 2014. The form of
Performance-Based Restricted Stock Unit Agreement (ROIC) is filed
as Exhibit 10.1 to this Current Report on Form 8-K. This
description of the performance-based restricted stock units set
forth below is qualified in its entirety by reference to the full
text of the form of Performance-Based Restricted Stock Unit
Agreement, which is incorporated herein by reference.

Item5.07. Submission of Matters to a Vote of Security
Holders.

On March3, 2017, Civitas Solutions, Inc. (the Company) held its
Annual Meeting of Stockholders (the 2017 Annual Meeting). At the
2017 Annual Meeting, the Companys stockholders elected each of
the Companys three nominees to serve on the Companys Board of
Directors until the Companys 2020 annual meeting of stockholders,
approved the compensation of the Companys named executive
officers on an advisory basis, re-approved performance measures
for certain performance based awards under the Companys 2014
Omnibus Incentive Plan and ratified the appointment of Deloitte
Touche LLP as the Companys independent registered public
accounting firm.

The results of the voting were as follows:

Accordingly, the three nominees received the highest number of
votes cast and therefore each of the three nominees was elected
to serve as a director.

Accordingly, a majority of votes cast in the advisory vote on
named executive officer compensation were for the approval of
executive compensation as disclosed in the Companys proxy
statement.

Accordingly, a majority of votes cast on the re-approval of
performance measures for certain performance-based awards under
the Omnibus Incentive Plan were for the re-approval of such
performance measures for certain performance-based awards as
disclosed in the Companys proxy statement.

Accordingly, a majority of votes cast on the ratification of
auditors were in favor of the proposal and the appointment of
Deloitte Touche LLP as the Companys independent registered public
accounting firm was ratified.

(d) Exhibits.

About CIVITAS SOLUTIONS, INC. (NYSE:CIVI)

Civitas Solutions, Inc. is a provider of home- and community-based health and human services to individuals with intellectual, developmental, physical or behavioral disabilities and other special needs. The Company operates through two segments: Human Services and Post-Acute Specialty Rehabilitation Services (SRS). The Human Services segment provides home- and community-based human services to individuals with intellectual and/or developmental disabilities (I/DD), youth with emotional, behavioral and/or medically complex challenges or at-risk youth (ARY), and elders. The SRS segment delivers healthcare and community-based health and human services to individuals having suffered acquired brain injury, spinal injuries, and other catastrophic injuries and illnesses. Within its SRS segment, its NeuroRestorative business unit is focused on rehabilitation and transitional living services, and its CareMeridian business unit is focused on the medically-intensive post-acute care services.

CIVITAS SOLUTIONS, INC. (NYSE:CIVI) Recent Trading Information

CIVITAS SOLUTIONS, INC. (NYSE:CIVI) closed its last trading session down -0.40 at 16.35 with 29,010 shares trading hands.