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): July 26, 2011
MEDCATH CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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000-33009 |
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56-2248952 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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10720 Sikes
Place
Charlotte, North Carolina
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28277 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (704) 815-7700
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(Former name or former address if changed since last report.) |
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on July 26, 2011 (the Annual Meeting). The
final voting results with respect to each proposal voted upon at the Annual Meeting are set forth
below. As of the record date for the Annual Meeting, holders of a total of 20,327,069 shares of
outstanding common stock were entitled to vote.
Proposal 1 Election of Class I Directors
The stockholders approved the Companys proposal for the election of two nominees to the Board of
Directors by the affirmative vote of a majority of the shares of common stock present or
represented by proxy at the annual meeting, as set forth below:
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For |
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Withheld |
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Broker Non-Votes |
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Robert S. McCoy |
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16,540,032 |
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610,694 |
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2,003,217 |
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James A. Deal |
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16,608,332 |
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542,394 |
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2,003,217 |
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There were no abstentions to this proposal.
Proposal 2 Sale of Substantially all of the Assets of Heart Hospital of New Mexico
The stockholders approved the Companys proposal to sell substantially all of the assets of Heart
Hospital of New Mexico, as set forth below:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
17,148,195
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891
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1,640
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2,003,217 |
Proposal 3 Sale of all of MedCaths Equity Interests in Arkansas Heart Hospital
The stockholders approved the Companys proposal to sell all of its equity interests in Arkansas
Heart Hospital, as set forth below:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
17,148,195
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891
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1,640
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2,003,217 |
Proposal 4 Non-binding Advisory Vote on Executive Compensation
The stockholders approved a non-binding advisory vote on the compensation of its named executive
officers as disclosed in the proxy statement for the Annual Meeting, as set forth below:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
14,811,215
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2,255,510
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84,001
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2,003,217 |
Proposal 5 Non-binding Advisory Vote on Frequency of Non-binding Advisory Vote on Executive
Compensation
The stockholders approved a non-binding advisory vote for the Company to hold a non-binding
advisory vote on executive compensation every year, as set forth below:
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Every 1 Year |
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Every 2 Years |
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Every 3 Years |
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Abstentions |
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Broker Non-Votes |
15,523,107
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6,627
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1,528,307
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92,685
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2,003,217 |
Proposal 6 Non-binding Advisory Vote on Certain Compensation and Other Payments to
Executives
The stockholders approved a non-binding advisory vote on certain compensation and other payments to
executives as disclosed in the proxy statement for the Annual Meeting, as set forth below:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
14,013,271
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2,945,354
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192,101
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2,003,217 |
Proposal 7 Ratification of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for fiscal year 2011, as set forth below:
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For |
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Against |
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Abstentions |
19,118,149
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34,154
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1,640 |
There were no broker non-votes in the ratification of the Independent Registered Public Accounting
Firm.
Proposal 8 Proposal to Adjourn the Annual Meeting if necessary or appropriate
The stockholders approved the proposal granting the Board of Directors the authority to adjourn the meeting in its sole discretion, as set forth below:
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For |
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Against |
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Abstentions |
16,749,599
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2,399,561
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4,782 |
The Board of Directors determined not to exercise this authority
and, as a result, there was no adjournment of the Annual Meeting.
(d) In light of the stockholder vote at the 2011 Annual Meeting of Stockholders on proposal 5 as
reported above, the Companys Board of Directors has determined that the Company will include a
non-binding advisory vote in its proxy materials to approve the compensation of its named executive
officers as disclosed in such proxy materials (a say-on-pay vote) each year until the next vote
on the frequency of stockholder votes is required.
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.
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MEDCATH CORPORATION
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Date: July 27, 2011 |
By: |
/s/ James A. Parker
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James A. Parker |
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Executive Vice President and Chief Financial Officer |
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