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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

Broker

Names

For

Withheld

Non-Votes

Elizabeth Connolly Alexander

70,804,518 11,971,638 3,607,915

James Parisi

71,587,037 11,189,119 3,607,915

Christopher Pike

71,396,059 11,380,097 3,607,915

David Swift

70,999,464 11,776,692 3,607,915

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

For

81,390,592

Against

1,263,940

Abstentions

121,624

Broker Non-Votes

3,607,915

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

One Year

31,009,955

Two Years

9,344

Three Years

51,639,555

Abstentions

117,302

Broker Non-Votes

3,607,915

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.

Proposal 4 —Ratification of Appointment of Independent Registered Public Accounting Firm

8,076,305

For

86,265,762

Against

33,979

Abstentions

84,330

Broker Non-Votes

About Cotiviti Holdings, Inc. (NYSE:COTV)
Cotiviti Holdings, Inc. is a provider of analytics-driven payment accuracy solutions. The Company is focused primarily on the healthcare sector. The Company operates through two segments: Healthcare, and Global Retail and Other. Through its Healthcare segment, the Company offers prospective and retrospective claims accuracy solutions to healthcare payers in the United States. The Company also provides analytics-based solutions unrelated to its healthcare payment accuracy solutions in the United States. Through its Global Retail and Other segment, the Company provides retrospective claims accuracy solutions to retailers primarily in the United States, Canada and the United Kingdom, as well as solutions that develop payment networks for a range of clients. The Company offers various solutions, such as prospective claims accuracy solutions, retrospective claims accuracy solutions and other services.

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