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 20, 2015

 

MAGELLAN HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Registrant’s telephone number, including area code: (602) 572-6050

 

N/A

(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 (see General Instruction A.2. below):

 

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 shareholders of the Company (the “Meeting”) was held on May 20, 2015, in connection with which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. At the close of business on March 31, 2015, the record date for the Meeting, 27,326,375 shares of the Company’s common stock were issued, outstanding and entitled to vote. At the Meeting, 25,469,395 shares of the Company’s common stock were represented in person or by proxy. Three proposals were scheduled and noticed to be acted upon at the Meeting: (i) to elect three directors to serve until the 2018 annual meeting and to elect one director to serve until the 2017 annual meeting, or until the election and qualification of their successors (“Proposal Number One”); (ii) to approve, in an advisory vote, the compensation of the Company’s named executive officers (“Proposal Number Two”); and (iii) to ratify the appointment of Ernst & Young LLP as the Company’s independent accountants for the year 2015 (“Proposal Number Three”).

 

At the Meeting, three members of the board, Mary F. Sammons, Kay Coles James and Eran Broshy were nominated for election to serve three year terms until the Company’s 2018 annual meeting, and John O. Agwunobi, M.D. was nominated for election to serve a two year term until the 2017 annual meeting, or until the election and qualification of their successors were elected. The vote with respect to each such nominee was as follows:

 

Nominee		For		Withheld		Broker Non- Votes
Mary F. Sammons		24,202,548		509,333		757,514
Kay Coles James		24,224,058		487,823		757,514
Eran Broshy		24,282,992		428,889		757,514
John O. Agwunobi, M.D.		24,343,582		368,299		757,514

 

Other directors whose terms of office continued after the Meeting are: Michael S. Diament, Robert M. Le Blanc, William J. McBride, Perry G. Fine, M.D., Barry M. Smith and Michael P. Ressner.

 

Proposal Number Two was adopted with 15,392,375 shares voted for, 9,278,046 shares voted against, 41,460 shares abstaining and 757,514 broker non-votes.

 

Proposal Number Three was adopted with 25,192,937 shares voted for, 243,377 shares voted against and 33,081 shares abstaining.

 

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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.

 

MAGELLAN HEALTH, INC.

 

Date: May 22, 2015	By:	/s/ Jonathan N. Rubin
		Name: Jonathan N. Rubin
		Title: Executive Vice President and Chief Financial Officer

 

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