ALLIANCE HEALTHCARE SERVICES, INC. (NASDAQ:AIQ) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
The 2017 annual meeting of stockholders (the “Annual Meeting”) of Alliance HealthCare Services, Inc. (the “Company”) was held on August15, 2017. There were 10,570,020 shares of Common Stock represented in person or by proxy at the Annual Meeting, representing 97.59% of the 10,831,300 shares of Common Stock outstanding on June30, 2017, the record date for the Annual Meeting. The Company’s stockholders approved each proposal and the results of the voting at the Annual Meeting are set forth below.
Proposal No.1: Adoption of the Merger Agreement.
As previously disclosed, on April 10, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Tahoe Investment Group Co., Ltd., THAIHOT Investment Company Limited, THAIHOT Investment Company US Limited, and Alliance Healthcare Services Merger Sub Limited (collectively, the “Purchaser Parties”).
Vote of all stockholders:
|
VotesFor |
VotesAgainst | VotesAbstain | BrokerNon-Votes |
| 8,865,957 | 506,795 | 5,075 | 1,192,193 |
The Merger Agreement was approved by the affirmative vote of holders of a majority of the outstanding shares of Common Stock not beneficially owned by the Purchaser Parties, any affiliate of the Purchaser Parties or any officer of the Company (determined in accordance with Section 16(a) of the Exchange Act).
Proposal No.2: Adoption of a non-binding advisory resolution to approve the merger-related compensation of the Company’s named executive officers.
|
VotesFor |
VotesAgainst | VotesAbstain | BrokerNon-Votes |
| 7,160,823 | 1,685,717 | 531,287 | 1,192,193 |
Proposal No.3: Election of Neil F. Dimick, Heping Feng and Paul S. Viviano to serve as ClassI directors to hold office for a three-year term expiring at the 2020 annual meeting of stockholders or until their respective successors are elected and qualified.
|
ClassIII Director |
Votes For | Votes Withheld | BrokerNon-Votes |
|
Neil F. Dimick |
8,811,737 | 566,090 | 1,192,193 |
|
Heping Feng |
9,040,353 | 337,474 | 1,192,193 |
|
Paul S. Viviano |
8,079,799 | 1,298,028 | 1,192,193 |
Proposal No.4: Ratification of appointment of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017.
|
VotesFor |
VotesAgainst | VotesAbstain |
| 10,539,041 | 30,609 |
Proposal No.5: Adoption of a non-binding advisory resolution to approve the compensation of the Company’s named executive officers.
|
VotesFor |
VotesAgainst | VotesAbstain | BrokerNon-Votes |
| 8,604,059 | 772,771 | 1,192,193 |
Proposal No.6: Adoption of a non-binding advisory resolution relating to the frequency of an advisory vote to approve the compensation of the Company’s named executive officers.
|
1 Year |
2 Years | 3 Years | Votes Abstain | BrokerNon-Votes |
|
8,074,337 |
209,291 | 1,059,526 | 34,673 | 1,192,193 |
Proposal No.7: Approval of adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve adoption of the Merger Agreement, including the majority of the minority stockholder approval.
|
VotesFor |
VotesAgainst | VotesAbstain | BrokerNon-Votes |
| 9,474,784 | 707,707 | 5,617 | 381,912 |
About ALLIANCE HEALTHCARE SERVICES, INC. (NASDAQ:AIQ)
Alliance HealthCare Services, Inc. (Alliance) is a provider of outsourced healthcare services to hospitals and providers. The Company operates through three segments: Radiology Division, Oncology Division and Interventional Healthcare Services Division. The radiology segment comprises diagnostic imaging services, including magnetic resonance imaging (MRI), positron emission tomography/computed tomography (PET/CT) and other imaging services. The radiology segment also comprises radiation oncology services. The interventional healthcare services segment provides interventional healthcare through therapeutic minimally invasive pain management procedures medical management, laboratory testing and other services. The Company operates freestanding outpatient radiology, oncology and interventional clinics, and Ambulatory Surgical Centers (ASC) that are not owned by hospitals or providers. It operates over 560 diagnostic imaging and radiation therapy systems.