UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 4, 2015
SURGICAL CARE AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36154 | 20-8740447 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 520 Lake Cook Road, Suite 250 Deerfield, IL |
60015 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(847) 236-0921
(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.l4a-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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 4, 2015, Surgical Care Affiliates, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1 – Election of Class II Directors. The stockholders elected each of the director nominees to serve as Class II directors until the Company’s 2018 annual meeting of stockholders and until their successors have been elected and qualified. The two nominees were current Class II directors of the Company who were re-elected. The voting for each of the directors at the Annual Meeting was as follows:
| Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Thomas C. Geiser | 32,683,426 | 3,698,160 | 0 | 1,001,493 | ||||
| Curtis S. Lane | 33,850,051 | 2,531,536 | 0 | 1,001,492 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the year ending December 31, 2015. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 37,320,578 | 62,453 | 48 |
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 thereunto duly authorized.
| Surgical Care Affiliates, Inc. | ||||||
| Dated: June 8, 2015 | /s/ Richard L. Sharff, Jr. | |||||
| Name: | Richard L. Sharff, Jr. | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||