Universal American Corp. (NYSE:UAM) Files An 8-K Submission of Matters to a Vote of Security Holders

Universal American Corp. (NYSE:UAM) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On February 16, 2017, Universal American Corp., a Delaware
corporation (the Company), held a special meeting of the
Companys stockholders (the Special Meeting) to:
1. Consider and vote on a proposal to adopt the Agreement and
Plan of Merger, dated as of November 17, 2016 (as it may be
amended, the Merger Agreement), by and among
WellCare Health Plans, Inc., a Delaware corporation
(WellCare), Wind Merger Sub, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of
WellCare (Merger Sub), and the Company, to which
Merger Sub will merge with and into the Company (the
Merger) and certain other transactions will be
effected with the Company surviving as an indirect wholly
owned subsidiary of WellCare (the Merger Agreement
Proposal
);
2. Consider and cast an advisory (non-binding) vote on a
proposal to approve certain agreements or understandings
with, and items of compensation payable to, the Companys
named executive officers that are based on or otherwise
related to the Merger (the Compensation Proposal);
and
3. Consider and vote on a proposal to adjourn or postpone the
Special Meeting, if necessary or appropriate, to solicit
additional proxies if there are insufficient votes at the
time of the Special Meeting to adopt the Merger Agreement
(the Adjournment Proposal).
Each of the above proposals is described in more detail in the
Companys definitive proxy statement for the Special Meeting,
which was first mailed to the Companys stockholders on January
17, 2017.
At the close of business on the record date for the Special
Meeting, 58,939,901 shares of the Companys common stock were
outstanding and entitled to vote. At the Special Meeting, a total
of 52,783,555 shares of the Companys common stock, approximately
90% of the shares of the Companys common stock outstanding and
entitled to vote, were present in person or represented by proxy,
constituting a quorum to conduct business.
The stockholders of the Company approved the Merger Agreement
Proposal and the Compensation Proposal. While the Company
solicited proxies with respect to the Adjournment Proposal in
connection with the Special Meeting, there were sufficient votes
from the Companys stockholders to approve the Merger Agreement
Proposal, and thus adjournment of the Special Meeting was
unnecessary and the Adjournment Proposal was not called. The
following are the votes cast on each of the matters presented at
the Special Meeting:
Proposal 1: Merger Agreement Proposal
Votes For
Votes Against
Abstentions
Broker Non-Votes
52,539,809
175,365
68,381
Proposal 2: Compensation Proposal
Votes For
Votes Against
Abstentions
Broker Non-Votes
47,054,540
5,650,228
78,787
Item 8.01. Other Events.
On February 16, 2017, the Company issued a press release
announcing the results of its stockholders vote at the Special
Meeting, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Exhibit Description
99.1
Press release, dated February 16, 2017.


About Universal American Corp. (NYSE:UAM)

Universal American Corp. provides an array of health insurance and managed care products and services to people covered by Medicare and Medicaid. The Company’s segments include Medicare Advantage, Management Services Organization (MSO) and Medicaid. Its Medicare Advantage segment contains the operations of its initiatives in managed care for seniors. Its Medicare Advantage segment includes the operations of its Medicare coordinated care Health Maintenance Organization, Preferred Provider Organization and Network Private Fee-for-Service Plans. Its MSO segment supports its physician partnerships in the development of healthcare models, such as Accountable Care Organizations. Its Medicaid segment includes the operations of its Total Care Medicaid health plan. Total Care provides Medicaid managed care services to over 39,000 members in upstate New York. It also operates in Corporate & Other segment, which reflects the activities of its holding company and other ancillary operations.

Universal American Corp. (NYSE:UAM) Recent Trading Information

Universal American Corp. (NYSE:UAM) closed its last trading session down -0.01 at 9.96 with 120,851 shares trading hands.

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