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| UAM > SEC Filings for UAM > Form 8-K on 1-Jun-2012 | All Recent SEC Filings |
1-Jun-2012
Change in Directors or Principal Officers, Submission of Matters to a Vo
Effective May 30, 2012, Robert F. Wright resigned as a member of the Universal American Corp. (the "Company") board of directors. Mr. Wright's resignation is not the result of any disagreement with the Company or its board of directors.
The Company held its annual meeting of stockholders on May 30, 2012. The following are the votes cast on each of the matters presented at the annual meeting:
1. Election of Directors. The stockholders elected each of the fourteen nominees to the Board of Directors for a one-year term by a majority of the votes cast:
Name For Against Abstain Broker Non-Votes Richard A. Barasch 70,834,533 740,860 1,124 5,985,564 Barry W. Averill 70,675,202 869,672 31,643 5,985,564 Sally W. Crawford 69,464,579 2,105,462 6,476 5,985,564 Matthew W. Etheridge 70,670,907 873,867 31,743 5,985,564 Mark K. Gormley 71,409,346 160,695 6,476 5,985,564 Mark. M. Harmeling 49,951,298 21,618,743 6,476 5,985,564 David S. Katz 71,383,905 160,595 32,017 5,985,564 Linda H. Lamel 70,670,284 904,755 1,478 5,985,564 Patrick J. McLaughlin 71,377,244 192,797 6,476 5,985,564 Richard C. Perry 52,070,728 19,474,146 31,643 5,985,564 Thomas A. Scully 71,377,792 163,595 35,130 5,985,564 Robert A. Spass 68,540,399 3,029,542 6,576 5,985,564 Sean M. Traynor 51,635,566 19,929,419 11,532 5,985,564 Christopher E. Wolfe 71,380,023 159,795 36,699 5,985,564 |
2. Appointment of Ernst & Young LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2012.
For Against Abstain
77,434,802 120,511 6,768
3. Non-binding, advisory vote with respect to the compensation of the Company's named executive officers.
For Against Abstain Broker Non-Votes 69,240,904 2,043,874 291,739 5,985,564
4. Non-binding, advisory vote regarding the frequency of the voting with respect to the compensation of the Company's named executive officers.
One Year Two Years Three Years Abstain 68,921,181 228,514 2,277,329 149,493
In light of these results and consistent with the Company's recommendation on this matter, the Company will hold future non-binding, advisory votes on executive compensation on an annual basis, until such time as the frequency vote is next presented to stockholders or until the Company's board of directors determines otherwise.
5. Amendment to the 2011 Omnibus Equity Award Plan to increase the number of shares issuable thereunder by five million shares.
For Against Abstain Broker Non-Votes 57,743,669 13,815,923 16,925 5,985,564
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