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 its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices)
(312 ) 940-2443
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Indicate by check mark whether the registrant is an emerging growth company 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in more detail below under Item 5.07, at the 2024 Annual Meeting of Shareholders on May 15, 2024 (the “Annual Meeting”), the stockholders of Option Care Health, Inc. (the “Company”) approved the Option Care Health, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Plan”). The Amended 2018 Plan includes the following material changes: (i) increases the shares available for issuance under the plan by 4,000,000 shares, (ii) expands the categories of eligible service providers to include all employees and certain consultants, (iii) extends the term of the plan to May 15, 2034, and (iv) removes certain references to Section 162(m) of the Internal Revenue Code and corresponding performance-based compensation award limits. The material terms of the Amended 2018 Plan are described in the Company’s proxy statement for the Annual Meeting filed on April 3, 2024, which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders (1) elected all of the Company's nominees for director, (2) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, (3) approved the Company's executive compensation on a non-binding advisory basis, and (4) approved the Amended 2018 Plan.
The final voting results on each of the matters submitted to a vote are as follows:
1. Election of twelve directors for a term expiring at the next annual meeting of stockholders of the Company and until their successors are elected and qualified:
| Name | For | Withheld | Broker Non-Votes | |||||||||||||||||
| John J. Arlotta | 153,917,427 | 2,534,148 | 6,492,483 | |||||||||||||||||
| Elizabeth Q. Betten | 154,884,670 | 1,566,905 | 6,492,483 | |||||||||||||||||
| Elizabeth D. Bierbower | 154,888,911 | 1,562,664 | 6,492,483 | |||||||||||||||||
| Barbara W. Bodem | 154,475,730 | 1,975,845 | 6,492,483 | |||||||||||||||||
| Eric K. Brandt | 129,277,993 | 27,173,582 | 6,492,483 | |||||||||||||||||
| Natasha Deckmann, M.D. | 153,651,384 | 2,800,191 | 6,492,483 | |||||||||||||||||
| David W. Golding | 154,057,864 | 2,393,711 | 6,492,483 | |||||||||||||||||
| Harry M. Jansen Kraemer, Jr. | 149,115,935 | 7,335,640 | 6,492,483 | |||||||||||||||||
| R. Carter Pate | 154,765,628 | 1,685,947 | 6,492,483 | |||||||||||||||||
| John C. Rademacher | 154,888,280 | 1,563,295 | 6,492,483 | |||||||||||||||||
| Timothy P. Sullivan | 153,812,504 | 2,639,071 | 6,492,483 | |||||||||||||||||
| Norman L. Wright | 154,430,115 | 2,021,460 | 6,492,483 | |||||||||||||||||
2. Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 161,119,571 | 1,054,114 | 770,373 | N/A | |||||||||||||||||
3. Non-binding advisory approval of executive officer compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 78,736,895 | 76,928,686 | 785,994 | 6,492,483 | |||||||||||||||||
4. Approval of the Amended and Restated 2018 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 153,166,557 | 2,502,016 | 783,002 | 6,492,483 | |||||||||||||||||
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.
| Option Care Health, Inc. | |||||||||||
| Date: | May 17, 2024 | By: | /s/ Michael Shapiro | ||||||||
| Michael Shapiro | |||||||||||
| Chief Financial Officer | |||||||||||