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ATHN > SEC Filings for ATHN > Form 8-K on 10-Jun-2013All Recent SEC Filings

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Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of athenahealth, Inc. ("athenahealth") held on June 6, 2013 (the "Annual Meeting"), athenahealth's stockholders approved an amendment and restatement of the athenahealth 2007 Stock Option and Incentive Plan (as amended and restated, the "Amended Plan"). On April 23, 2013, the Board of Directors of athenahealth approved and adopted the Amended Plan, subject to stockholder approval. The Amended Plan became effective as of the Annual Meeting date.
The Amended Plan includes: (1) an increase in the number of shares of athenahealth common stock available for issuance of 1,660,000 shares;
(2) additional performance criteria; and (3) a new maximum award payable for performance-based awards. The foregoing summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached as Appendix A to athenahealth's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 25, 2013, of which Appendix A is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, athenahealth stockholders voted on the following matters:
(1) to elect three directors, Charles D. Baker, Dev Ittycheria, and John A. Kane, to serve as Class III directors for a term of three years and until their successors are duly elected and qualified, subject to their earlier resignation or removal; (2) to ratify the appointment of Deloitte & Touche LLP as athenahealth's independent registered public accounting firm for the fiscal year ending December 31, 2013; (3) to approve an amendment and restatement of the 2007 Stock Option and Incentive Plan; and (4) to hold an advisory vote to approve executive compensation. The votes cast by athenahealth stockholders on each of the foregoing proposals were as follows:
Proposal 1 - Election of Directors

Nominee                For        Withheld    Broker Non-Votes
Charles D. Baker   32,329,862      335,827           2,453,500
Dev Ittycheria     30,991,724    1,673,965           2,453,500
John A. Kane       32,330,190      335,499           2,453,500

Additionally, Jonathan Bush, Brandon Hull, Jacqueline B. Kosecoff, James L. Mann, and David E. Robinson continued to serve as directors after the Annual Meeting.

                                            For          Against       Abstentions     Non-Votes
Proposal 2 - Ratification of
Appointment of Independent Auditors     34,443,124        651,960          24,105             -

Proposal 3 - Approval of Amended and
Restated 2007 Stock Option and
Incentive Plan                          23,970,217      8,690,037           5,435     2,453,500

Proposal 4 - Advisory Vote on Executive
Compensation                            17,122,541     15,537,272           5,876     2,453,500

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