APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders
On September 21, 2017, Apollo Medical Holdings, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”) at the company’s offices located at 700 North Brand Boulevard, Suite 1400 Glendale, California 91203 for the Company’s stockholders to vote on the following proposal:
Proposal No. 1 (Election of Directors): | To elect seven (7) directors, each to hold office until the 2018 annual meeting of stockholders of the Company or until a successor has been duly elected and qualified, or until his or her earlier resignation or removal. |
Proposal No. 1 was the only proposal to be acted upon at the Annual Meeting. For additional information regarding such proposal, see the Company’s definitive proxy statement filed with the U.S. Securities Exchange Commission by the Company on July 31, 2017, with respect to the Annual Meeting.
At the close of business on July 26, 2017, the record date for the Annual Meeting, there were 6,033,495 shares of common stock, 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock, or an aggregate 7,700,161 shares of capital stock, of the Company issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the holders of 2,646,916 shares of common stock, 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock, or an aggregate 4,313,582 shares of capital stock, of the Company were present in person or by proxy, constituting a quorum for the meeting.
In voting with regard to Proposal No. 1, the Company’s stockholders may vote in favor of all persons nominated by the Company’s Board of Directors (the “Board”), withhold their votes as to all nominees or withhold their votes as to one or more specific nominees. In accordance with Delaware law and the Company’s Bylaws, the election of directors at the Annual Meeting was decided by a plurality of the “For” votes cast by the Company’s stockholders entitled to vote at the Annual Meeting. As a result, votes that are withheld and broker non-votes had no effect on the outcome of voting for Proposal No. 1. At the Annual Meeting, the Company’s stockholders elected each of the seven (7) persons nominated by the Board listed below under “Election of Directors” to serve as a director of the Company, and the voting results on Proposal No. 1 are set forth below under “Election of Directors”:
1. Election of Directors:
Broker | |||
Nominee | For | Withheld | Non-Votes |
Warren Hosseinion, M.D. | 4,313,482 | ||
Gary Augusta | 4,313,482 | ||
Mark Fawcett | 4,313,482 | ||
Thomas Lam, M.D. | 4,313,482 | ||
Suresh Nihalani | 4,313,482 | ||
David Schmidt | 4,313,482 | ||
Ted Schreck | 4,313,482 |
Item 8.01 Other Events
Messrs. Nihalani and Schreck have notified the Company about their intention to resign as directors of the Company, if the proposed merger between the Company and Network Medical Management, Inc. (“NMM”) is consummated, as currently anticipated, during the twelve-month period following the Annual Meeting, in order to make available directorships that have been allocated to the terms of the merger agreement dated December 21, 2016 governing the proposed merger with NMM. to Delaware law and the Company’s Bylaws, such vacancies could be filled by the remaining directors then in office.
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.