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 31, 2013 (May 29, 2013)
UNIVERSAL AMERICAN CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
001-35149 (Commission File Number) |
27-4683816 (I.R.S. Employer Identification No.) |
Six International Drive, Suite 190
Rye Brook, New York 10573
(Address of principal executive offices) (Zip Code)
(914) 934-5200
(Registrant’s telephone number, including area code)
Not Applicable
(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
Effective May 29, 2013, Barry Averill resigned as a member of the Universal American Corp. (the “Company”) board of directors. Mr. Averill’s resignation is not the result of any disagreement with the Company or its board of directors.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 29, 2013. The following are the votes cast on each of the matters presented at the annual meeting:
| 1. | Election of Directors |
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Richard A. Barasch | 69,204,511 | 4,650,432 | 71,105 | 4,612,262 | ||||||||||||
| Sally W. Crawford | 71,236,258 | 2,685,077 | 4,713 | 4,612,262 | ||||||||||||
| Matthew W. Etheridge | 73,491,378 | 430,165 | 4,505 | 4,612,262 | ||||||||||||
| Mark K. Gormley | 73,796,202 | 125,232 | 4,614 | 4,612,262 | ||||||||||||
| Mark. M. Harmeling | 49,932,431 | 23,989,003 | 4,614 | 4,612,262 | ||||||||||||
| David S. Katz | 73,758,692 | 162,719 | 4,637 | 4,612,262 | ||||||||||||
| Linda H. Lamel | 73,504,241 | 417,302 | 4,505 | 4,612,262 | ||||||||||||
| Patrick J. McLaughlin | 73,716,616 | 204,819 | 4,613 | 4,612,262 | ||||||||||||
| Richard C. Perry | 73,789,586 | 131,848 | 4,614 | 4,612,262 | ||||||||||||
| Thomas A. Scully | 73,795,816 | 125,518 | 4,714 | 4,612,262 | ||||||||||||
| Robert A. Spass | 73,703,644 | 217,791 | 4,613 | 4,612,262 | ||||||||||||
| Sean M. Traynor | 73,491,114 | 430,505 | 4,429 | 4,612,262 | ||||||||||||
| Christopher E. Wolfe | 73,785,340 | 136,203 | 4,505 | 4,612,262 | ||||||||||||
| 2. | Appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2013. |
| For | Against | Abstain | ||||||||
| 78,486,897 | 31,538 | 19,875 | ||||||||
| 3. | Non-binding, advisory vote with respect to the compensation of the Company’s named executive officers. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 73,433,660 | 455,217 | 37,171 | 4,612,262 | |||||||||||
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.
Dated: May 31, 2013
UNIVERSAL AMERICAN CORP.
By: /s/ Tony L. Wolk_______________
Name: Tony L. Wolk
Title: SVP, General Counsel and Secretary