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USMD > SEC Filings for USMD > Form 8-K on 20-Jun-2013All Recent SEC Filings

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Form 8-K for USMD HOLDINGS, INC.


20-Jun-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

(a) On June 7, 2013, USMD Holdings, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting") at which the Company's stockholders voted upon four proposals. The proposals are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2013 (the "Proxy Statement").

(b) A brief description of the proposal and the final results of the votes for each proposal are set forth below. As of the record date for the Annual Meeting, holders of a total of 10,080,511 shares of outstanding common stock were entitled to vote on the proposals.

Proposal 1: The Company's stockholders elected all eleven director nominees to serve as members of the Company's board of directors until the Company's 2014 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified.

          Nominee for Director          For      Withheld   Broker Non-Votes
          John M. House, M.D.        8,935,608    20,979        194,336
          Steven Brock, M.D.         8,921,165    35,422        194,336
          Darcie Bundy               8,923,829    32,758        194,336
          Breaux Castleman           8,924,312    32,275        194,336
          M. Patrick Collini, M.D.   8,935,608    20,979        194,336
          Charles Cook, M.D.         8,938,372    18,215        194,336
          Russell Dickey, M.D.       8,921,165    35,422        194,336
          Gary Rudin                 8,921,648    34,939        194,336
          James Saalfield, M.D.      8,935,608    20,979        194,336
          Paul Thompson, M.D.        8,921,869    34,718        194,336
          Khang Tran, M.D.           8,921,165    35,422        194,336

Proposal 2: The Company's stockholders ratified the appointment of Grant Thornton, L.L.P. as the independent auditor of the Company for the fiscal year ending December 31, 2013.

For Against Abstain 9,108,006 23,216 38,673

Proposal 3: The Company's stockholders approved, through an advisory, non-binding vote, the executive compensation of the Company's named executive officers as disclosed in the Proxy Statement.

For Against Abstain Broker Non-Votes 8,936,602 14,104 5,881 194,336

Proposal 4: The Company's stockholders determined, through an advisory, non-binding vote, that the preferred frequency of an advisory vote on the executive compensation of the Company's named executive officers should be every three years.

One Year Two Years Three Years Abstain Broker Non-Votes 44,056 440 8,891,884 20,207 194,336

(d) In light of the stockholder vote at the Annual Meeting on Proposal 4 as reported above, the Company's Board of Directors has determined that the Company will include a non-binding, advisory vote in its proxy materials to approve the compensation of its named executive officers as disclosed in such proxy materials every three years year until the next required vote on the frequency of stockholder votes on the compensation of the Company's named executive officers.


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