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 25, 2017

TIVITY HEALTH, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
000-19364
 
62-1117144
(State or other jurisdiction of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

701 Cool Springs Boulevard
Franklin, Tennessee
 
 
37067
(Address of principal executive offices)
 
(Zip Code)

(615) 614-4929
(Registrant's telephone number, including area code)

____________
(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:

☐    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 240.14a-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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
 
(a) The Annual Meeting was held on May 25, 2017, at which a total of 35,556,510 shares of the Company's common stock, out of a total of 39,188,902 shares of the Company's common stock outstanding and entitled to vote, were present in person or represented by proxies.
 
 
(b) The following proposals were voted upon at the Annual Meeting:

 
(i)
To elect Archelle Georgiou, M.D., Robert J. Greczyn, Jr., Peter A. Hudson, M.D., Bradley S. Karro, Paul H. Keckley, Ph.D., Conan J. Laughlin, Lee A. Shapiro, Donato J. Tramuto and Kevin G. Wills as directors of the Company. The results of the election of the above-mentioned nominees were as follows:

 
 
For
 
Against
 
Abstain from Voting
 
Broker Non-Votes
Archelle Georgiou, M.D.
  
32,907,412
  
197,812
  
1,528
  
2,449,758
Robert J. Greczyn, Jr.
 
32,995,384
 
109,336
 
2,032
 
2,449,758
Peter A. Hudson, M.D.
  
33,016,573
  
88,451
  
1,728
  
2,449,758
Bradley S. Karro
 
32,918,102
 
186,381
 
2,269
 
2,449,758
Paul H. Keckley, Ph.D.
 
32,980,449
 
120,572
 
5,731
 
2,449,758
Conan J. Laughlin
 
32,909,478
 
195,222
 
2,052
 
2,449,758
Lee A. Shapiro
 
33,016,231
 
88,083
 
2,438
 
2,449,758
Donato J. Tramuto
 
33,016,974
 
88,439
 
1,339
 
2,449,758
Kevin G. Wills
 
33,017,140
 
87,580
 
2,032
 
2,449,758


 
(ii)
To consider and act upon a non-binding, advisory vote to approve compensation of the Company's named executive officers. The voting results were as follows:

For
 
Against
 
Abstain from Voting
 
Broker Non-Votes
32,361,011
 
728,283
 
17,458
 
2,449,758

 
(iii)
To consider and act upon a non-binding, advisory vote on the frequency of future advisory votes to approve compensation of the named executive officers.  The voting results were as follows:

Three Years
 
Two Years
  
One Year
 
Abstain from Voting
 
Broker Non-Votes
4,899,822
 
10,882
  
28,181,477
 
14,571
 
N/A


 
(iv)
To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2017. The voting results were as follows:

For
 
Against
 
Abstain from Voting
 
Broker Non-Votes
35,170,290
 
378,937
 
7,283
 
N/A




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.
 
TIVITY HEALTH, INC.
 
 
 
 
 
By:
/s/ Glenn Hargreaves
 
 
Glenn Hargreaves
Interim Chief Financial Officer
 
 
  
 
Date:  May 25, 2017