UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(615 ) 234-5900
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 1, 2023, Surgery Partners, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 6, 2023, the record date for the Annual Meeting (the “Record Date”), 126,480,483 shares of the Company’s common stock were outstanding and entitled to vote.
The matters voted on at the Annual Meeting and the final results of such voting were as follows:
Proposal 1: Election of Class II directors. The stockholders elected each of the director nominees to serve as a Class II director until the Company’s 2026 annual meeting of stockholders and until each such successor has been elected and qualified. Each of the nominees was a current Class II director of the Company who was re-elected. The results of the vote were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Patricia A. Maryland, Dr.PH | 107,534,448 | 13,894,991 | 1,476,787 | |||||||||||||||||
| T. Devin O'Reilly | 105,594,699 | 15,834,740 | 1,476,787 | |||||||||||||||||
| Brent Turner | 114,973,075 | 6,469,653 | 1,463,498 | |||||||||||||||||
Proposal 2: Advisory vote on executive compensation. The stockholders approved on a non-binding, advisory basis the compensation paid by the Company to its named executive officers, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 20, 2023. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 118,127,561 | 3,307,178 | 7,989 | 1,463,498 | |||||||||||||||||
Proposal 3: Advisory vote on frequency of future executive compensation votes. The stockholders approved on a non-binding, advisory basis that a non-binding, advisory stockholder vote on the compensation paid to the Company's named executive officers shall occur annually. The results of the vote were as follows:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 120,851,075 | 6,631 | 575,732 | 9,290 | 1,463,498 | ||||||||||||||||||||||
Based on these results, the Company's Board of Directors has determined that the Company will hold a non-binding, advisory vote on executive compensation on an annual basis (once every year) until the next stockholder vote on the frequency of future executive compensation votes.
Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 122,861,637 | 40,051 | 4,538 | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SURGERY PARTNERS, INC. | |||||
| By: | /s/ Jennifer B. Baldock Jennifer B. Baldock Executive Vice President, Chief Administrative and Development Officer | ||||
Date: June 7, 2023