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UAM > SEC Filings for UAM > Form 8-K on 1-Jun-2012All Recent SEC Filings

Show all filings for UNIVERSAL AMERICAN CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for UNIVERSAL AMERICAN CORP.


1-Jun-2012

Change in Directors or Principal Officers, Submission of Matters to a Vo


Item 5.02. Departure of Directors

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.



Item 5.07. Submission of Matters to a Vote of Security Holders

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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