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 11, 2010
SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware Delaware |
001-34465 001-31441 |
20-1764048 23-2872718 |
||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4714 Gettysburg Road, P.O. Box 2034 Mechanicsburg, PA |
17055 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (717) 972-1100
| (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 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders (the “Annual Meeting”) of Select Medical Holdings Corporation (the “Company”) was held on May 11, 2010. At the Annual Meeting, the Company’s stockholders approved four proposals. The proposals below are described in the Company’s definitive proxy statement dated March 31, 2010. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present. With respect to Proposal 1, abstentions were not treated as votes cast on a proposal and were not counted in determining the number of votes required for approval. With respect to Proposals 2, 3 and 4, abstentions were counted as votes against and were counted in determining the number of votes required for approval, while broker non-votes were not counted as votes cast on the proposals and were not counted in determining the number of votes required for approval. The results are as follows:
Proposal 1: The Election of Three Class I Directors to the Board of Directors
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
David S. Chernow |
143,035,763 | 542,918 | 0 | 16,426,555 | ||||||||||||
James S. Ely III |
143,035,813 | 542,868 | 0 | 16,426,555 | ||||||||||||
Sean M. Traynor |
124,311,893 | 19,266,788 | 0 | 16,426,555 | ||||||||||||
Proposal 2: Approval of the Company’s Executive Bonus Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 125,534,707 | 17,761,125 | 282,849 | 16,426,555 |
Proposal 3: Approval of the Company’s Amended and Restated 2005 Equity Incentive Plan, as amended by Amendment No. 1 thereto
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 124,536,504 | 18,747,178 | 294,999 | 16,426,555 |
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2010
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 145,126,566 | 22,690 | 121,211 | 14,734,769 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SELECT MEDICAL HOLDINGS
CORPORATION
SELECT MEDICAL CORPORATION
Date: May 14, 2010
By: /s/ Michael E.
Tarvin
Michael E. Tarvin
Executive Vice President, General Counsel and
Secretary