Option Care Health, Inc 8-K, filed May 17, 2024
Option Care Health, Inc. (OPCH)
8-K
2024-05-17
For: 2024-05-15
View Original
Added on
April 05, 2026
About this 8-K
Option Care Health, Inc filed this 8-K on May 17, 2024, reporting on events of May 15, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
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
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in more detail below under Item 5.07, at the 2024 Annual Meeting of Shareholders on May 15, 2024 (the “Annual Meeting”), the stockholders of Option Care Health, Inc. (the “Company”) approved the Option Care Health, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Plan”). The Amended 2018 Plan includes the following material changes: (i) increases the shares available for issuance under the plan by 4,000,000 shares, (ii) expands the categories of eligible service providers to include all employees and certain consultants, (iii) extends the term of the plan to May 15, 2034, and (iv) removes certain references to Section 162(m) of the Internal Revenue Code and corresponding performance-based compensation award limits. The material terms of the Amended 2018 Plan are described in the Company’s proxy statement for the Annual Meeting filed on April 3, 2024, which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders (1) elected all of the Company's nominees for director, (2) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, (3) approved the Company's executive compensation on a non-binding advisory basis, and (4) approved the Amended 2018 Plan.
The final voting results on each of the matters submitted to a vote are as follows:
1. Election of twelve directors for a term expiring at the next annual meeting of stockholders of the Company and until their successors are elected and qualified:
| Name | For | Withheld | Broker Non-Votes | |||||||||||||||||
| John J. Arlotta | 153,917,427 | 2,534,148 | 6,492,483 | |||||||||||||||||
| Elizabeth Q. Betten | 154,884,670 | 1,566,905 | 6,492,483 | |||||||||||||||||
| Elizabeth D. Bierbower | 154,888,911 | 1,562,664 | 6,492,483 | |||||||||||||||||
| Barbara W. Bodem | 154,475,730 | 1,975,845 | 6,492,483 | |||||||||||||||||
| Eric K. Brandt | 129,277,993 | 27,173,582 | 6,492,483 | |||||||||||||||||
| Natasha Deckmann, M.D. | 153,651,384 | 2,800,191 | 6,492,483 | |||||||||||||||||
| David W. Golding | 154,057,864 | 2,393,711 | 6,492,483 | |||||||||||||||||
| Harry M. Jansen Kraemer, Jr. | 149,115,935 | 7,335,640 | 6,492,483 | |||||||||||||||||
| R. Carter Pate | 154,765,628 | 1,685,947 | 6,492,483 | |||||||||||||||||
| John C. Rademacher | 154,888,280 | 1,563,295 | 6,492,483 | |||||||||||||||||
| Timothy P. Sullivan | 153,812,504 | 2,639,071 | 6,492,483 | |||||||||||||||||
| Norman L. Wright | 154,430,115 | 2,021,460 | 6,492,483 | |||||||||||||||||
2. Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 161,119,571 | 1,054,114 | 770,373 | N/A | |||||||||||||||||
3. Non-binding advisory approval of executive officer compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 78,736,895 | 76,928,686 | 785,994 | 6,492,483 | |||||||||||||||||
4. Approval of the Amended and Restated 2018 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 153,166,557 | 2,502,016 | 783,002 | 6,492,483 | |||||||||||||||||
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.
| Option Care Health, Inc. | |||||||||||
| Date: | May 17, 2024 | By: | /s/ Michael Shapiro | ||||||||
| Michael Shapiro | |||||||||||
| Chief Financial Officer | |||||||||||