BIOSCRIP, INC. (NASDAQ:BIOS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BIOSCRIP, INC. (NASDAQ:BIOS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On November 30, 2016, the stockholders of BioScrip, Inc. (the
Company) approved two amendments to the Companys Amended and
Restated 2008 Equity Incentive Plan (the 2008 Plan). The first
amendment increases the number of shares of common stock of the
Company (Common Stock) in the aggregate that may be subject to
awards by 5,250,000 shares, from 9,355,000 to 14,605,000. The
second amendment increases the annual grant caps under the 2008
Plan from 500,000 Options, 500,000 Stock Appreciation Rights, and
350,000 Stock Grants and Restricted Stock Units that are intended
to comply with the requirements of Section 162(m) of the Code to
a cap of no more than a total of 3,000,000 Options, Stock
Appreciation Rights, Stock Grants and Restricted Stock Units
combined. The Board of Directors of the Company had previously
approved these amendments to the 2008 Plan, subject to
stockholder approval. The foregoing summary of the amendments to
the 2008 Plan is qualified in its entirety by reference to the
text of the Second Amendment to the 2008 Plan, which is filed as
Exhibit 10.1 to this filing and is incorporated in this Item 5.02
by reference.

Item 5.07. Submission of Matters to a Vote of Security
Holders.

On November 30, 2016, the Company held a special meeting of
stockholders (the Stockholders Meeting) to vote on the following
proposals:

An amendment to the Companys Second Amended and Restated
Certificate of Incorporation to increase the number of shares
of Common Stock that the Company is authorized to issue from
125 million shares to 250 million shares (the Charter
Amendment);
An amendment to the 2008 Plan to (i) increase the number of
shares of Common Stock in the aggregate that may be subject
to awards by 5,250,000 shares, from 9,355,000 to 14,605,000
shares and (ii) increase the annual grant caps under the
Companys 2008 Plan from 500,000 Options, 500,000 Stock
Appreciation Rights and 350,000 Stock Grants and Restricted
Stock Units that are intended to comply with the requirements
of Section 162(m) of the Code to a cap of no more than a
total of 3,000,000 Options, Stock Appreciation Rights, Stock
Grants and Restricted Stock Units that are intended to comply
with the requirements of Section 162(m) of the Code combined
(the 2008 Plan Amendment ); and
If necessary, an adjournment of the Stockholders Meeting if
there were insufficient votes in favor of the Charter
Amendment (the Adjournment Proposal).

According to the final report of the inspector of elections, each
of the Charter Amendment, the 2008 Plan Amendment and the
Adjournment Proposal was approved by the Companys stockholders.

Approval of the Charter Amendment required the affirmative vote
of (i) the majority of the votes entitled to be cast by the
holders of the outstanding shares of Common Stock, Series A
Preferred Stock and Series C Preferred Stock represented in
person or by proxy at the Stockholders Meeting, voting together
as a single class (with the holders of Common Stock entitled to
one vote per share and the holders of Series A and Series C
Preferred Stock voting on an as-converted into Common Stock
basis) and (ii) the holders of a majority of the Common Stock
outstanding and entitled to vote on the matter, voting as a
separate class.

The final results of the vote on the Charter Amendment (inclusive
of the Series A and Series C Preferred Stock on an as-converted
into Common Stock basis) are as follows:

FOR

AGAINST ABSTAIN BROKER NON-VOTES
115,079,428 5,207,882 220,882

The final results of the vote on the Charter Amendment (exclusive
of the Series A and Series C Preferred Stock on an as-converted
into Common Stock basis) are as follows:

FOR

AGAINST ABSTAIN BROKER NON-VOTES
100,358,477 5,191,219 220,681

Approval of the 2008 Plan Amendment required the affirmative vote
of the holders of a majority of the aggregate shares of Common
Stock (inclusive of the Series A and Series C Preferred Stock on
an as-converted into Common Stock basis) that have voting power
represented in person or by proxy and entitled to vote on the
matter at the Stockholders Meeting. The final results of the vote
on the 2008 Plan Amendment are as follows:

FOR

AGAINST ABSTAIN BROKER NON-VOTES
77,480,583 20,478,786 53,895 22,494,928

Approval of the Adjournment Proposal required the affirmative
vote of holders of a majority of the votes cast on the
Adjournment Proposal at the Stockholders Meeting. The final
results of the vote on the Adjournment Proposal are as follows:

FOR

AGAINST ABSTAIN BROKER NON-VOTES
112,230,841 8,025,281 252,070

The Certificate of Amendment, which effected the Charter
Amendment, is filed as Exhibit 3.1 to this filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment of the Second Amended and Restated
Certificate of Incorporation of BioScrip, Inc.
10.1 Second Amendment to BioScrip, Inc. 2008 Equity Incentive Plan
(as amended on June 1, 2016).


About BIOSCRIP, INC. (NASDAQ:BIOS)

BioScrip, Inc. is engaged in providing infusion solutions. The Company partners with physicians, hospital systems, skilled nursing facilities, healthcare payors and pharmaceutical manufacturers to provide patients access to post-acute care services. The Company operates through Infusion Services segment. The Company operates through approximately 70 service locations in over 30 states. The Company offers home infusion services to provide clinical management services and the delivery of prescription medications. The Company provides services in coordination with, and under the direction of, the patient’s physician. The Company’s multidisciplinary team of clinicians, including pharmacists, nurses, dietitians and respiratory therapists, work with the physician to develop a plan of care suited to the patient’s specific needs. Its platform provides service capabilities to deliver clinical management services that offer patients a community-based and home-based care environment.

BIOSCRIP, INC. (NASDAQ:BIOS) Recent Trading Information

BIOSCRIP, INC. (NASDAQ:BIOS) closed its last trading session up +0.01 at 1.12 with 1,295,362 shares trading hands.

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