Cotiviti Holdings, Inc. (NYSE:COTV) Files An 8-K Submission of Matters to a Vote of Security Holders

Cotiviti Holdings, Inc. (NYSE:COTV) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07— SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) On May 24, 2018, Cotiviti Holdings, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). There were 93,708,225 shares of common stock entitled to be voted and 86,384,071 shares present in person or represented by proxy at the Annual Meeting.

Four items of business were acted upon by stockholders at the Annual Meeting: (1) the election of four Class II directors nominated by the Board of Directors to serve until the Company’s 2021 annual meeting of stockholders and until their successors are elected and duly qualified, (2) approval, on an advisory basis, of named executive officer compensation, (3) approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation, and (4) ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.

(b) The voting results are as follows:

Proposal 1 — Election of Directors

Proposal 2 — To Approve, Via an Advisory Vote, the Compensation of the Company’s Named Executive Officers

Proposal 3 — To Approve, Via an Advisory Vote, the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

In light of the foregoing vote and consistent with the recommendation of the Board of Directors of the Company, the Company intends to hold future advisory votes on the Company’s executive compensation on a triannual basis.