APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On December 6, 2017, Apollo Medical Holdings, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider five proposals related to the Company’s merger with Network Medical Management, Inc. (“NMM”) in connection with the Agreement and Plan of Merger dated as of December 21, 2016 (as amended on March 30, 2017 and October 17, 2017, the “Merger Agreement”) among the Company, Apollo Acquisition Corp. (“Merger Sub”), NMM and Kenneth Sim, as the Shareholders’ Representative (the “Merger Agreement”). Each of the Company’s proposals was approved by the requisite vote of the Company’s stockholders as described below.
At the close of business on November 14, 2017, the record date for the Special Meeting, there were 6,033,495 shares of common stock of the Company, 1,111,111 shares of Series A preferred stock of the Company and 555,555 shares of Series B preferred stock of the Company outstanding. The holders of a total of 6,284,804 shares of the Company’s common stock, Series A preferred stock and Series B preferred stock were represented at the Special Meeting in person or by proxy, representing approximately 81.6% of the Company’s shares of common stock on an as-converted basis and entitled to vote at the Special Meeting, which total constituted a quorum for the Special Meeting in accordance with the Company’s bylaws. The holders of a total of 4,618,138 shares of the Company’s common stock, Series A preferred stock and Series B preferred stock not owned by NMM were represented at the Special Meeting in person or by proxy, representing approximately 76.5% of the Company’s shares of common stock on an as-converted basis that was not owned by NMM and entitled to vote at the Special Meeting.
The proposal to approve the merger (the “Merger”) to the Merger Agreement and the transactions contemplated thereunder, including the issuance of shares of common stock and warrants of the Company to NMM shareholders as merger consideration in the Merger (Proposal No. 1), the proposal to approve amendments to the Restated Certificate of Incorporation (the “Charter”) and Restated Bylaws (“Bylaws”) of the Company to divide the board of directors of the Company into three classes (Proposal No. 2), and the proposal to elect nine directors to the Company’s board of directors for one-year, two-year or three-year terms(Proposal No. 3) required the affirmative vote of (i) a majority of the shares of the Company’s common stock, Series A preferred stock and Series B preferred stock, voting together as one class on an as-converted basis, and (ii) a majority of the shares of the Company’s common stock, Series A preferred stock and Series B preferred stock, voting together as one class on an as-converted basis, that was not owned by NMM. The approval of the non-binding advisory vote with respect to certain compensation arrangements for the Company’s named executive officers (Proposal No. 4) and the proposal to adjourn the Special Meeting to a later date, if necessary, to permit the solicitation of additional proxies (Proposal No. 5) required the affirmative vote of a majority of the shares of the Company’s capital stock entitled to vote present in person or by proxy at the Special Meeting.
The final voting results for each of these proposals is set forth below. Brokers did not have discretionary authority to vote for any of the proposals for the shares of the Company’s common stock held in street name, and as a result, no broker non-votes were received for any proposals. For more information on these proposals, please refer to the Company’s joint proxy statement/prospectus for the Special Meeting, filed with the Securities and Exchange Commission on November15, 2017.
Proposal 1. To approve the Merger to the terms and conditions of the Merger Agreement, and the transactions contemplated thereunder:
| 6,272,290 For | 0 Against | 12,514 Abstain | 0 BrokerNon-Votes |
Proposal 2. Approve amendments to the Charter and Bylaws to divide the board of directors of the Company into three classes:
| 6,284,440 For | 350 Against | 14 Abstain | 0 BrokerNon-Votes |
Proposal 3. To elect nine directors to serve as members of the Company’s board:
| Name | For | Withheld | BrokerNon-Votes |
| Warren Hosseinion, M.D. | 6,284,804 | ||
| Gary Augusta | 6,125,554 | 159,250 | |
| Mark Fawcett | 6,284,804 | ||
| Thomas Lam, M.D. | 6,245,754 | 39,050 | |
| Kenneth Sim, M.D. | 6,245,754 | 39,050 | |
| David G. Schmidt | 6,284,804 | ||
| Michael F. Eng | 6,284,804 | ||
| Mitchell W. Kitayama | 6,245,754 | 39,050 | |
| Li Yu | 6,245,754 | 39,050 |
Proposal 4. To consider and vote on a proposal to approve, in a non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers:
| 6,112,200 For | 39,390 Against | 133,214 Abstain | 0 BrokerNon-Votes |
Proposal 5. To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3 and 4 (although Proposal No.5 was approved, adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the other proposals):
| 6,245,690 For | 39,100 Against | 14 Abstain | 0 BrokerNon-Votes |
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.