Attached files
file | filename |
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EX-3.1 - EX-3.1 - CORVEL CORP | a59968exv3w1.htm |
EX-10.1 - EX-10.1 - CORVEL CORP | a59968exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2011
CORVEL CORPORATION
DELAWARE | 000-19291 | 33-0282651 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2010 Main Street, Suite 600, Irvine, California | 92614 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (949) 851-1473
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment to CorVel Corporation Restated Omnibus Incentive Plan (Formerly The Restated 1988
Executive Stock Option Plan)
On August 4, 2011, at the 2011 Annual Meeting of Stockholders of CorVel Corporation (the
Company), the Companys stockholders approved an amendment to the CorVel Corporation Restated
Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) (the Omnibus
Plan) to permit discretionary grants of stock options and other equity based awards from time to
time to members of the Companys Compensation Committee and to effect various other improvements
thereunder. Effective upon such stockholder approval, the Automatic Option Grant Program was
eliminated from the Omnibus Plan. Notwithstanding such amendment, the Companys directors remain
eligible to receive discretionary option grants pursuant to the terms of the Omnibus Plan. A
summary description of the Omnibus Plan, as amended, is set forth in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on July 6, 2011 in connection with the
Annual Meeting of Stockholders held on August 4, 2011. The foregoing information is qualified in
its entirety by reference to the actual text of the Omnibus Plan, as amended, attached hereto as
Exhibit 10.1 and which is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 4, 2011, at the Companys 2011 Annual Meeting of Stockholders, the Companys
stockholders approved an amendment and restatement of Section 2 of Article IV of the Companys
Certificate of Incorporation to increase the number of shares of authorized Common Stock of the
Company from 60,000,000 shares to 120,000,000 shares. The amendment became effective on August 10,
2011 upon the filing of the Companys Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware. The foregoing information is qualified in its entirety
by reference to the actual text of the Amended and Restated Certificate of Incorporation attached
hereto as Exhibit 3.1 and which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2011 annual meeting of stockholders on August 4, 2011. The following
proposals were approved according to the following final voting results:
1. | To elect six directors, each to serve until the 2012 annual meeting of stockholders or until his or her successor has been duly elected and qualified: |
Director Candidate | For | Withheld | Broker Non-Votes | |||||||||
V. Gordon Clemons |
10,230,660 | 219,346 | 903,770 | |||||||||
Steven J. Hamerslag |
9,676,113 | 773,893 | 903,770 | |||||||||
Alan R. Hoops |
9,751,538 | 698,468 | 903,770 | |||||||||
R. Judd Jessup |
9,963,483 | 486,523 | 903,770 | |||||||||
Jean H. Macino |
10,313,333 | 136,673 | 903,770 | |||||||||
Jeffrey J. Michael |
9,066,159 | 1,383,847 | 903,770 |
2. | To approve an amendment to the Companys Certificate of Incorporation to increase the maximum number of shares of common stock authorized for issuance from 60,000,000 to 120,000,000 shares: |
For |
8,101,042 | |||
Against |
3,250,484 | |||
Abstain |
2,250 | |||
Broker Non-Votes |
0 |
3. | To approve an amendment to the Companys Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) to permit discretionary grants of stock options and other equity based awards from time to time to members of the Companys Compensation Committee and to effect various other improvements thereunder: |
For |
10,180,961 | |||
Against |
266,320 |
1
Abstain |
2,725 | |||
Broker Non-Votes |
903,770 |
4. | To reapprove the performance goals under the Companys Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) to preserve the ability to deduct compensation that qualifies as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended: |
For |
10,327,415 | |||
Against |
119,849 | |||
Abstain |
2,742 | |||
Broker Non-Votes |
903,770 |
5. | To approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Proxy Statement: |
For |
10,374,280 | |||
Against |
72,226 | |||
Abstain |
3,500 | |||
Broker Non-Votes |
903,770 |
6. | To approve, on an advisory basis, the frequency of conducting future stockholder advisory votes on the compensation of the Companys named executive officers: |
One Year |
3,833,468 | |||
Two Years |
43,049 | |||
Three Years |
6,569,646 | |||
Abstain |
3,843 | |||
Broker Non-Votes |
903,770 |
7. | To ratify the appointment of Haskell & White LLP as the Companys independent auditors for the fiscal year ending March 31, 2012: |
For |
11,348,458 | |||
Against |
2,259 | |||
Abstain |
3,059 | |||
Broker Non-Votes |
0 |
In light of the advisory voting results with respect to the frequency of future stockholder
advisory votes on named executive officer compensation, the Companys Board of Directors has
decided that the Company will hold an advisory vote on the compensation of named executive officers
every three years until the next required advisory vote on the frequency of future stockholder
advisory votes on the compensation of named executive officers. The Company is required to hold
advisory votes on frequency every six years.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit No. | Description of Exhibit | |||
3.1 | Amended and Restated Certificate of Incorporation, dated August 10,
2011, increasing the authorized shares of the Companys Common Stock |
|||
10.1 | CorVel Corporation Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan), as amended |
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.
CORVEL CORPORATION (Registrant) |
||||
Dated: August 10, 2011 | /s/ Daniel J. Starck | |||
Daniel J. Starck | ||||
President and Chief Executive Officer | ||||