Attached files
| file | filename |
|---|---|
| EX-3.2 - Conmed Healthcare Management, Inc. | v186767_ex3-2.htm |
| EX-3.1 - Conmed Healthcare Management, Inc. | v186767_ex3-1.htm |
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): May 25, 2010
CONMED
HEALTHCARE MANAGEMENT, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-27554
|
42-1297992
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
7250
Parkway Dr.
Suite
400
Hanover,
MD
(Address
of principal executive offices)
|
21076
(Zip
Code)
|
Registrant’s
telephone number, including area code: (410) 567-5520
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 (see General
Instruction A.2. below):
¨ 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)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On May
25, 2010, the Board of Directors of Conmed Healthcare Management, Inc. (the
“Company”) approved and adopted the Second Amended and Restated Bylaws of the
Company (the “Second Amended and Restated Bylaws”) which took effect on such
date, which includes various administrative and ministerial changes,
clarifications of existing provisions and other immaterial
changes. The Second Amended and Restated Bylaws are attached to this
Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by
reference. A copy of the Second Amended and Restated Bylaws marked to
show all of the changes made to the prior bylaws is attached hereto as Exhibit
3.2. In such copy, additions to the prior bylaws are underlined, deletions are
struck through.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
The 2010
Annual Meeting of Stockholders was held on May 25, 2010. The items
listed below were submitted to a vote of the stockholders present, in person or
by proxy, and entitled to vote at the Company’s 2010 Annual
Meeting. Final voting results are shown below.
(1)
Election of the following individuals to serve as directors of the Company until
the next annual meeting or until their successors have been duly elected or
appointed and qualified.
|
Election
of Directors
|
For
|
Withheld
|
Broker
Non-Votes
|
|
John
Pappajohn
|
7,576,285
|
1,294,024
|
2,351,761
|
|
Richard
W. Turner
|
7,530,085
|
1,340,224
|
2,351,761
|
|
Edward
B. Berger
|
8,649,599
|
220,710
|
2,351,761
|
|
Terry
E. Branstad
|
8,649,599
|
220,710
|
2,351,761
|
|
John
W. Colloton
|
8,649,599
|
220,710
|
2,351,761
|
(2)
Ratification of the appointment by the Audit Committee of the Company’s Board of
Directors of McGladrey & Pullen LLP to serve as the independent auditors of
the Company for the fiscal year ending December 31, 2010.
|
Ratification
of Independent Auditors
|
For
|
Against
|
Abstain
|
|
10,597,109
|
615,960
|
9,001
|
(3)
Amendment of the Company’s 2007 Stock Option Plan (the “2007 Plan”) to increase
the number of shares of common stock reserved for issuance under the 2007 Plan
from 2,350,000 to 3,100,000.
|
Approval
of Amendment to 2007 Plan
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
|
7,221,861
|
1,645,447
|
3,001
|
2,351,761
|
(d)
Exhibits.
|
Exhibit
|
Description
|
|
|
3.1
|
Second
Amended and Restated Bylaws of Conmed Healthcare Management, Inc. (as
amended and restated on May 25, 2010)
|
|
|
3.2
|
Copy
of the Second Amended and Restated Bylaws of Conmed Healthcare Management,
Inc. marked to show the changes from the prior
bylaws
|
SIGNATURE
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.
| CONMED HEALTHCARE MANAGEMENT, INC. | |||
|
|
By:
|
/s/ Thomas W. Fry | |
| Name: Thomas W. Fry | |||
| Title: Chief Financial Officer | |||
Date: May
27, 2010