Current Report Filing (8-k)
June 13 2019 - 6:03AM
Edgar (US Regulatory)
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)
June 12, 2019 (June 11, 2019)
BIOSCRIP,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-11993
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05-0489664
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(Employer Identification Number)
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1600 Broadway, Suite 700, Denver, Colorado
80202
(Address of principal executive offices)
(720) 697-5200
(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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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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.
¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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BIOS
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Nasdaq Global Market
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Rights to Purchase Series D Junior Participating Preferred Stock
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Not applicable
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Nasdaq Global Market
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Item 5.07. Submission of Matters to
a Vote of Security Holders.
On June 11, 2019, the Company held its
annual meeting of stockholders at 1600 Broadway, Suite 700, Denver, Colorado 80202. As of the record date, there were a total of
128,758,438 shares of Common Stock outstanding, 21,630 shares of Series A Preferred Stock outstanding (representing 653,627 shares
of Common Stock on an as-converted basis) and 614,177 shares of Series C Preferred Stock outstanding (representing 18,968,330 shares
of Common Stock on an as-converted basis) entitled to vote at the annual meeting. At the annual meeting, 134,440,780 shares of
Common Stock (inclusive of the Series A and Series C Preferred Stock on an as-converted basis) were represented in person or by
proxy; therefore, a quorum was present.
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(a)
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Set forth below are the matters acted upon by the Company’s stockholders at the annual meeting and the final voting results on each such matter.
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(1)
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The nominees for election to the Company’s Board of Directors were elected, each for a term
expiring at the Company’s next annual meeting, based on the following votes:
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Nominee
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Votes For
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Withheld
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Broker Non-Votes
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Daniel E. Greenleaf
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77,741,034
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17,153,511
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39,546,235
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Michael G. Bronfein
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69,380,099
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25,514,446
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39,546,235
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David W. Golding
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77,254,685
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17,639,860
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39,546,235
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Michael Goldstein
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77,439,979
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17,454,566
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39,546,235
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Steven Neumann
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72,547,003
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22,347,542
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39,546,235
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R. Carter Pate
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69,555,436
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25,339,109
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39,546,235
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(2)
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The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2019 was approved based on the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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131,221,245
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2,853,043
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366,492
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0
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(3)
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The proposal relating to the advisory vote on executive compensation was approved based on
the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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64,499,453
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25,836,460
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4,558,631
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39,546,236
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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.
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BIOSCRIP, INC.
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Date: June 12, 2019
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By:
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/s/ Kathryn M. Stalmack
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Kathryn M. Stalmack
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Senior Vice President, General Counsel and Secretary
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