APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
See Item 5.07 and Item 9.01 below, which disclosure is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As set forth in the definitive proxy statement of its board of directors (the “Board”) filed with the Securities Exchange Commission on April 30, 2018 (the “Proxy Statement”), on June 18, 2018, Apollo Medical Holdings, Inc. (the “Company”) held its 2018 annual meeting of stockholders at its offices located at 1668 S. Garfield Avenue, 3rd Floor, Alhambra, California 91801 (the “Annual Meeting”) for its stockholders to vote on five proposals:
| Proposal 1: | To amend the Company’s Restated Certificate of Incorporation to eliminate the limitation on the number of directors as provided in the Proxy Statement. |
| Proposal 2: | To amend the Company’s Restated Certificate of Incorporation to declassify the Board as provided in the Proxy Statement. |
| Proposal 3: | To amend the Company’s Restated Certificate of Incorporation to clarify the voting standard for removing directors as provided in the Proxy Statement. |
| Proposal 4: | To elect three directors of the Company, each to hold office as provided in the Proxy Statement. |
| Proposal 5: | To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm as provided in the Proxy Statement. |
The foregoing proposals were the only proposals to be acted upon at the Annual Meeting. For additional information regarding such proposal, see the Proxy Statement.
At the close of business on April 26, 2018, the record date for the Annual Meeting (the “Record Date”), there were 33,334,059 shares of common stock, par value $0.001 per share, of the Company, issued and outstanding, each share being entitled to one vote and to be voted together as one class vote at the Annual Meeting (collectively, the “Voting Shares”). At the Annual Meeting, the holders of 21,401,269 Voting Shares were present in person or represented by proxy, constituting a quorum for the Annual Meeting. As of the Record Date, 1,111,111 shares of the Company’s Series A preferred stock and 555,555 shares of the Company’s Series B preferred stock, par value $0.001 per share, were held by Network Medical Management, Inc., a wholly-owned subsidiary of the Company, and therefore, to the Delaware General Corporation Law, such shares of preferred stock were not voted, nor counted for quorum purposes, at the Annual Meeting.
The number of votes cast for and against, as well as abstentions and broker non-votes with respect to each of Proposals 1, 2, 3 and 5, and the number of votes cast for and withheld, as well as broker non-votes with respect to Proposal 4, including a separate tabulation with respect to each director nominee for office, are set forth below:
Proposal 1 – Amendment of Certificate of Incorporation to Eliminate the Limitation on the Number of Directors:
| Broker | |||
| For | Against | Abstain | Non-Votes |
| 20,060,122 | 408,647 | 932,000 |
Proposal 2 – Amendment of Certificate of Incorporation to Declassify the Board:
| Broker | |||
| For | Against | Abstain | Non-Votes |
| 20,373,480 | 95,289 | 932,000 |
Proposal 3 – Amendment of Certificate of Incorporation to Clarify the Voting Standard for Removing Directors:
| Broker | |||
| For | Against | Abstain | Non-Votes |
| 20,467,175 | 1,575 | 932,000 |
Proposal 4 – Election of Directors:
| Broker | |||
| Nominee | For | Withheld | Non-Votes |
| Thomas S. Lam, M.D. | 20,469,269 | 932,000 | |
| David G. Schmidt | 20,196,857 | 272,412 | 932,000 |
| Michael F. Eng | 20,196,313 | 272,956 | 932,000 |
Proposal 5 – Ratification of the Appointment of BDO USA, LLP as Independent Registered Public Accounting Firm:
| Broker | |||
| For | Against | Abstain | Non-Votes |
| 21,136,715 | 156,875 | 107,679 |
Based on these voting results:
| · | The amendments to the Company’s Restated Certificate of Incorporation to eliminate the limitation on the number of directors, to declassify the Board in a phased-in manner, and to clarify the voting standard for removing directors were adopted and approved; |
| · | Thomas S. Lam, M.D., David G. Schmidt and Michael F. Eng were re-elected as directors of the Company for one-year terms; and |
| · | The appointment of BDO USA,LLP as the Company’s independent registered public accounting firm for 2018 was ratified. |
On June 18, 2018, a Certificate of Amendment was filed with the Delaware Secretary of State to effectuate amendments to the Company’s Restated Certificate of Incorporation to implement Proposals 1, 2 and 3 as approved and adopted at the Annual Meeting, which amendments became effective upon filing. The Board previously conditionally approved and adopted amendments to the Company’s Restated Bylaws to declassify the Board in a phased-in manner, which amendments became effective on June 18, 2018 when the amendments to the Company’s Restated Certificate of Incorporation to declassify the Board were approved and adopted.
The foregoing description of the amendments to the Company’s Restated Certificate of Incorporation and Restated Bylaws is qualified in its entirety by reference to the full text of such amendments attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
Apollo Medical Holdings, Inc. ExhibitEX-3.1 2 tv496923_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF APOLLO MEDICAL HOLDINGS,…To view the full exhibit click here
About APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH)
Apollo Medical Holdings, Inc. is a patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care. The Company operates in healthcare delivery segment. Its operations include Hospitalists, which include its contracted physicians focusing on the delivery of medical care to hospitalized patients; an accountable care organization (ACO), which focuses on providing care to Medicare fee-for-service patients; an independent practice association (IPA), which contracts with physicians and provides care to Medicare, Medicaid, commercial and dual-eligible patients on a risk- and value-based fee basis; approximately three clinics, which it owns or operates, and which provide specialty care in the greater Los Angeles area, and Palliative care, home health and hospice services, which include its at-home and end-of-life services.