COMPUTER PROGRAMS AND SYSTEMS, INC. (NYSE:RTN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The 2017 Annual Meeting of Stockholders (the Annual Meeting) of
Computer Programs and Systems, Inc. (the Company) was held on May
11, 2017. Summarized below are descriptions of the matters voted
on at the Annual Meeting and the final results of such voting:
Computer Programs and Systems, Inc. (the Company) was held on May
11, 2017. Summarized below are descriptions of the matters voted
on at the Annual Meeting and the final results of such voting:
Proposal 1 – Election of Class III Directors. The stockholders
elected each of the director nominees to serve as Class III
directors until the Companys 2020 annual meeting of stockholders.
The two nominees were current Class III directors of the Company
who were re-elected. The voting for the directors at the Annual
Meeting was as follows:
elected each of the director nominees to serve as Class III
directors until the Companys 2020 annual meeting of stockholders.
The two nominees were current Class III directors of the Company
who were re-elected. The voting for the directors at the Annual
Meeting was as follows:
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Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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David A. Dye
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10,928,509
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262,556
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7,023
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1,693,082
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A. Robert Outlaw, Jr.
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10,596,877
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86,964
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514,247
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1,693,082
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Proposal 2 – Approval of the Amendment and Restatement of the
Computer Programs and Systems, Inc. 2014 Incentive Plan. The
stockholders approved the amendment and restatement of the
Computer Programs and Systems, Inc. 2014 Incentive Plan. The
result of the vote taken at the Annual Meeting was as follows:
Computer Programs and Systems, Inc. 2014 Incentive Plan. The
stockholders approved the amendment and restatement of the
Computer Programs and Systems, Inc. 2014 Incentive Plan. The
result of the vote taken at the Annual Meeting was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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9,983,351
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687,801
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526,936
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1,693,082
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Proposal 3 – Ratification of Appointment of Independent
Registered Public Accountants. The stockholders ratified the
appointment of Grant Thornton LLP as the independent registered
public accountants of the Company for the year ending December
31, 2017. The result of the vote taken at the Annual Meeting was
as follows:
Registered Public Accountants. The stockholders ratified the
appointment of Grant Thornton LLP as the independent registered
public accountants of the Company for the year ending December
31, 2017. The result of the vote taken at the Annual Meeting was
as follows:
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Votes For
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Votes Against
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Abstain
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12,846,922
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28,464
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15,784
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Proposal 4 – Advisory Vote on Executive Compensation. The
stockholders adopted a resolution approving, on an advisory
basis, the compensation paid to the Companys named executive
officers, as disclosed in the Companys 2017 proxy statement to
the compensation disclosure rules of the Securities and Exchange
Commission. The result of the vote taken at the Annual Meeting
was as follows:
stockholders adopted a resolution approving, on an advisory
basis, the compensation paid to the Companys named executive
officers, as disclosed in the Companys 2017 proxy statement to
the compensation disclosure rules of the Securities and Exchange
Commission. The result of the vote taken at the Annual Meeting
was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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10,498,672
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172,075
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527,341
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1,693,082
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Proposal 5 – Advisory Vote on Frequency of Future Advisory Votes
on Executive Compensation. The stockholders adopted a resolution
approving, on an advisory basis, the frequency of future advisory
votes on the compensation of our named executive officers, as
disclosed in the Companys 2017 proxy statement. The result of the
vote taken at the Annual Meeting was as follows:
on Executive Compensation. The stockholders adopted a resolution
approving, on an advisory basis, the frequency of future advisory
votes on the compensation of our named executive officers, as
disclosed in the Companys 2017 proxy statement. The result of the
vote taken at the Annual Meeting was as follows:
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Every Three Years
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Every Two Years
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Every Year
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Abstentions
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Broker Non-Votes
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206,197
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13,736
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10,944,172
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33,443
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1,693,082
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A majority of the votes cast on the frequency proposal were
cast in favor of holding an annual say-on-pay vote, which was
also the frequency recommended to the shareholders by the
Companys Board of Directors. In light of the voting results
with respect to the frequency proposal, at a meeting held on
May 11, 2017, the Companys Board of Directors decided that the
Company will hold an advisory say-on-pay vote each year in
connection with its annual meeting of shareholders until the
next vote on the frequency of shareholder advisory votes on the
compensation of executives or until the Board of Directors
otherwise determines that a different frequency for such
advisory votes is in the best interests of the shareholders.
The next advisory vote on the frequency of future say-on-pay
votes will occur no later than 2023.
cast in favor of holding an annual say-on-pay vote, which was
also the frequency recommended to the shareholders by the
Companys Board of Directors. In light of the voting results
with respect to the frequency proposal, at a meeting held on
May 11, 2017, the Companys Board of Directors decided that the
Company will hold an advisory say-on-pay vote each year in
connection with its annual meeting of shareholders until the
next vote on the frequency of shareholder advisory votes on the
compensation of executives or until the Board of Directors
otherwise determines that a different frequency for such
advisory votes is in the best interests of the shareholders.
The next advisory vote on the frequency of future say-on-pay
votes will occur no later than 2023.
COMPUTER PROGRAMS AND SYSTEMS, INC. (NYSE:RTN) Recent Trading Information
COMPUTER PROGRAMS AND SYSTEMS, INC. (NYSE:RTN) closed its last trading session at with 1,059,807 shares trading hands.