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): December 10, 2015
AdCare Health Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Georgia | | 001-33135 | | 31-1332119 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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1145 Hembree Road Roswell, Georgia 30076 | | |
(Address of Principal Executive Offices) |
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(678) 869-5116
(Registrant’s telephone number, including area code)
Not applicable.
(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:
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¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | | 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.
On December 10, 2015, AdCare Health Systems, Inc. (the “Company”) held its 2015 Annual Meeting of Shareholders in Roswell, Georgia (the “Meeting”). The matters listed below were submitted to a vote of the shareholders at the Meeting. Each proposal is identified and described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 26, 2015 (the “Proxy Statement”). No quorum was present at the Meeting with respect to Proposal 3 (as described in the Proxy Statement), and the Company’s Board of Directors (the “Board”) determined not to adjourn or postpone the Meeting to solicit additional proxies. As a result, neither Proposal 3 nor Proposal 5 (as described in the Proxy Statement) was presented for shareholder vote. The number of votes cast for and against each proposal voted on by the Company’s shareholders and the number of withheld votes, abstentions and broker non-votes are set forth below.
Proposal 1. Election of Directors
Shareholders elected the following five individuals to the Board to serve in the Class and for the term as specified below. The voting results were as follows:
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| FOR | WITHOLD | BROKER NON-VOTES |
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William McBride, III (Class I) Term Expiring 2017 Annual Meeting of Shareholders | 10,813,780 | 1,747,649 |
5,373,247 |
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Thomas W. Knaup (Class II ) Term Expiring 2018 Annual Meeting of Shareholders | 10,850,087 | 1,711,342 |
5,373,247 |
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David A. Tenwick (Class II) Term Expiring 2018 Annual Meeting of Shareholders | 9,510,772 | 3,050,657 |
5,373,247 |
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Brent Morrison (Class III) Term Expiring 2016 Annual Meeting of Shareholders | 9,928,771 | 2,632,658 |
5,373,247 |
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Allan J. Rimland (Class III) Term Expiring 2016 Annual Meeting of Shareholders | 9,456,782 | 3,104,647 |
5,373,247 |
Proposal 2. Approval of Amendments to the Company’s Articles of Incorporation and Bylaws to Declassify the Board
At the Meeting, the Company’s shareholders approved articles of amendment to the Company’s Articles of Incorporation (the “Articles of Amendment”) and an amendment to the Company’s Bylaws (the “Bylaws Amendment”) to provide for the declassification of the Board. The voting results are set forth below. The Articles of Amendment were filed with the Secretary of State of the State of Georgia on December 11, 2015, and the Articles of Amendment and Bylaws Amendment became effective at
such time. As a result of such amendments, the Company’s classified Board has been eliminated, and directors will be elected for one-year terms beginning with the Company’s 2016 Annual Meeting of Shareholders (the “2016 Meeting”). As previously reported, all of the Company’s directors (including those elected at the Meeting) have agreed to voluntarily relinquish the portion of their terms as directors which extend beyond the 2016 Meeting. As a result, all of the Company’s directors (including those elected at the Meeting) will stand for re-election at the 2016 Meeting for a one-year term. The Articles of Amendment and the Bylaws Amendment are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
12,272,568 | 32,652 | 256,209 | 5,373,247 |
Proposal 4. Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Accounting Firm
The shareholders ratified the appointment of KMPG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. The voting results were as follows:
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FOR | AGAINST | ABSTAIN |
17,614,399 | 30,308 | 289,969 |
Item 7.01. Regulation FD Disclosure.
On or about November 20, 2015, a complaint was filed in federal court by the Securities and Exchange Commission (the “SEC”) against Christopher Brogdon, a former director of the Company and a holder of greater than 5% of the Company’s common stock. The Company is not a defendant in this action. The complaint, among other things, petitions for receivership of a number of properties listed in the complaint, three of which are owned (but not operated) by the Company. On December 10, 2015, the SEC submitted to the court a revised list of properties over which the SEC is seeking receivership. The revised list does not include any of the Company’s properties, and the SEC is not seeking receivership of such properties.
Item 9.01. Exhibits.
(d) Exhibits.
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3.1 | Articles of Amendment to the Articles of Incorporation of AdCare Health Systems, Inc. |
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3.2 | Amendment No. 2 to the Bylaws of AdCare Health Systems, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities and 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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Date: December 14, 2015 | ADCARE HEALTH SYSTEMS, INC. |
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| | /s/ Allan J. Rimland | |
| | Allan J. Rimland |
| | President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Exhibit Description |
3.1 | | Articles of Amendment to the Articles of Incorporation of AdCare Health Systems, Inc. |
3.2 | | Amendment No. 2 to the Bylaws of AdCare Health Systems, Inc. |
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
ADCARE HEALTH SYSTEMS, INC.
In accordance with Section 14-2-1006 of the Georgia Business Corporation Code (the “Code”), ADCARE HEALTH SYSTEMS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the Code, DOES HEREBY CERTIFY:
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1. | The name of the Corporation is AdCare Health Systems, Inc. |
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2. | Article IV, Section 4.1 of the Corporation’s Articles of Incorporation, as amended (the “Articles”), is hereby amended and restated in its entirety to read as follows: |
“4.1 Number, Election and Term of Directors. The number of directors of the Corporation shall be as fixed from time to time by or pursuant to the Corporation’s Bylaws and may be fixed by resolution of the Board of Directors. Each director shall be elected at each annual meeting of shareholders and shall hold office until the next annual meeting of shareholders and until such director’s successor is elected and qualified, or until the earlier death, resignation or removal of such director.”
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3. | Article IV, Section 4.3 of the Articles is hereby amended and restated in its entirety to read as follows: |
“4.3 Vacancies and Changes of Authorized Number. All vacancies and any newly created directorship resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Each director chosen in accordance with this Section 4.3 shall hold office until the next election of directors by shareholders and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. If the vacant directorship was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill such vacancy.”
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4. | Article IV, Section 4.4 of the Articles is hereby amended and restated in its entirety to read as follows: |
“4.4 Election of Directors by Holders of Preferred Stock. Notwithstanding any of the foregoing provisions in this Article IV, whenever the holders of any one or more classes of Preferred Stock or series thereof issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the number of such directors, and the election, term of office, removal, filling of vacancies and other features of each such directorship,
shall be governed by the preferences, limitations and relative rights in respect of any such class or series.”
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5. | The foregoing amendments were adopted by the Corporation’s Board of Directors on October 13, 2015. |
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6. | Such amendments were duly approved by the Corporation’s shareholders on December 10, 2015, in accordance with Section 14-2-1003 of the Code. |
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by the undersigned duly authorized officer this 10th day of December, 2015.
ADCARE HEALTH SYSTEMS, INC.
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| | By: | /s/ William McBride |
| | Name: | William McBride, III |
| | Title: | Chief Executive Officer |
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AMENDMENT NO. 2
TO
THE BYLAWS OF
ADCARE HEALTH SYSTEMS, INC.
I, the undersigned, do hereby certify:
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1. | I am a duly elected, qualified and acting officer of AdCare Health Systems, Inc., a Georgia corporation (the “Corporation”). |
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2. | The amendments to the Corporation’s Bylaws (the “Bylaws”) provided for herein were adopted by the Corporation’s Board of Directors on October 13, 2015. |
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2. | Such amendments were duly approved by the Corporation’s shareholders on December 10, 2015, in accordance with Section 14-2-1020(c) of the Georgia Business Corporation Code. |
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3. | Article III, Section 3.02 of the Bylaws is hereby amended and restated in its entirety to read as follows: |
“3.02 Number, Election and Term of Office. The number of directors of the Corporation shall be no less than three (3) and no greater than twelve (12) and may be fixed by resolution of the Board of Directors from time to time. Each director shall be elected at each annual meeting of shareholders and shall hold office until the next annual meeting of shareholders and until such director’s successor is elected and qualified, or until the earlier death, resignation or removal of such director.
Except as provided in Section 3.04, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The number of directors may be increased or decreased from time to time as provided herein or by amendment to these Bylaws; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director.”
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3. | Article III, Section 3.04 of the Bylaws is hereby amended and restated in its entirety to read as follows: |
“3.04 Vacancies. All vacancies and any newly created directorship resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Each director chosen in accordance with this Section 3.04 shall hold office until the next election of directors by shareholders and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Even if the directors remaining in office constitute fewer than a quorum of the Board
of Directors, the directors may fill the vacancy by the affirmative vote of a majority of all directors remaining in office. If the vacant directorship was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill such vacancy.”
* * * * *
IN WITNESS WHEREOF, I have hereunto subscribed my name this 10th day of December 2015.
ADCARE HEALTH SYSTEMS, INC.
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| | By: | /s/ William McBride |
| | Name: | William McBride, III |
| | Title: | Chief Executive Officer |
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