UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Aveanna Healthcare Holdings Inc., a Delaware corporation (the “Company”), held its 2023 Annual Meeting of Stockholders on May 10, 2023 (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1: Election of three Class I directors to the Board of Directors of the Company for three-year terms to hold office until the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are elected and qualified:
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Votes |
Votes |
Broker |
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Director |
For |
Withheld |
Non-Votes |
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Rodney D. Windley |
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158,576,161 |
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12,332,581 |
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7,711,789 |
Christopher R. Gordon |
163,952,678 |
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6,956,064 |
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7,711,789 |
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Steven E. Rodgers |
167,606,343 |
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3,302,399 |
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7,711,789 |
Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023:
Votes |
Votes |
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Broker |
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For |
Against |
Abstentions |
Non-Votes |
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178,546,739 |
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22,205 |
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51,587 |
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0 |
Proposal 3: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s 2023 Proxy Statement for the Annual Meeting:
Votes |
Votes |
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Broker |
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For |
Against |
Abstentions |
Non-Votes |
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168,402,819 |
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1,910,610 |
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595,313 |
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7,711,789 |
Proposal 4: Approval of an amendment to the Company’s Charter, in the form set forth in Appendix A of the Proxy Statement, to effect a Reverse Stock Split with respect to the Company’s issued and outstanding common stock at any time prior to December 29, 2023, within a pre-approved ratio Range (1 for 5 to 1 for 20), with the Effective Ratio to be a ratio within the Range to be determined at the discretion of the Company’s Board of Directors and included in a public announcement by the Company before the effectiveness of the Reverse Stock Split:
Votes |
Votes |
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Broker |
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For |
Against |
Abstentions |
Non-Votes |
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176,081,717 |
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2,496,049 |
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42,765 |
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0 |
No other matters were considered or voted upon at the Annual Meeting.
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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AVEANNA HEALTHCARE HOLDINGS INC. |
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Date: |
May 12, 2023 |
By: |
/s/ Shannon Drake |
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Shannon Drake |