KINDRED HEALTHCARE, INC. (NYSE:KND) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

On April5, 2018, Kindred Healthcare, Inc. (“Kindred” or the “Company”) reconvened a special meeting of stockholders, which had been convened and adjourned on March29, 2018 (the “Special Meeting”).

The following matters were submitted to a vote of the Company’s stockholders at the Special Meeting: (i)a proposal to adopt the Agreement and Plan of Merger, dated as of December19, 2017, by and among Kentucky Hospital Holdings, LLC, a Delaware limited liability company, Kentucky Homecare Holdings, Inc., a Delaware corporation, Kentucky Homecare Merger Sub, Inc., a Delaware corporation and the Company (as amended or modified from time to time, the “Merger Agreement”); (ii) a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to Kindred’s named executive officers by Kindred based on or otherwise relating to the merger (the “Merger”) contemplated by the Merger Agreement; and (iii)a proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, to solicit additional votes for the approval of the proposal to adopt the Merger Agreement. These proposals are described in more detail in the definitive proxy statement filed by Kindred on February21, 2018. The number of shares of Kindred common stock outstanding and eligible to vote as of the record date for the Special Meeting, February20, 2018, was 91,535,238, and a total of 70,724,942 shares (77.27%) were represented at the meeting in person or by proxy.

Each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter:

Incorporated by reference is Exhibit 99.1 attached hereto, a press release issued by the Company on April5, 2018 announcing stockholder approval of the Merger Agreement. This information is being furnished under Item 5.07 and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall this information be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

(d) Exhibits

KINDRED HEALTHCARE, INC Exhibit
EX-99.1 2 d563674dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   KINDRED STOCKHOLDERS APPROVE TRANSACTION WITH TPG CAPITAL,…
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About KINDRED HEALTHCARE, INC. (NYSE:KND)

Kindred Healthcare, Inc. is a healthcare services company. The Company operates through four divisions, including the hospital division, the Kindred at Home division, the Kindred Rehabilitation Services division and the nursing center division. Its divisions represent over six segments, including hospitals, home health services, hospice services, Kindred Hospital Rehabilitation Services, RehabCare and nursing centers. The Company’s hospital division provides long-term acute care services through the operation of a national network of approximately 95 transitional care (TC) hospitals. Its Kindred at Home division provides home health, hospice, and community care services. Its Kindred Rehabilitation Services division operates inpatient rehabilitation hospitals (IRFs) and acute rehabilitation units (ARUs), and provides rehabilitation services. Its nursing center division provides care through the operation of a national network of approximately 90 nursing centers.