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MGLN > SEC Filings for MGLN > Form 8-K on 28-Feb-2014All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On February 27, 2014, the Board of Directors (the "Board") of Magellan Health Services, Inc. (the "Company") amended the Company's Corporate Governance Guidelines, effective immediately, to include a majority voting policy for uncontested director elections. Under the new policy, a nominee for director who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election in an uncontested election of directors must tender his or her resignation promptly following certification of the election results. Following any such result, the Nominating/Corporate Governance Committee (the "Committee") of the Board will consider the tendered resignation and recommend to the full Board within 90 days of the certification of the election results whether to accept or reject the resignation. In making its recommendation, the Committee, and in making its decision, the Board may consider any factors or other information that they considers appropriate and relevant. The Board will promptly disclose its decision whether to accept or reject the tendered resignation and the reasons for rejecting the resignation, if applicable, on a Form 8-K filed with the Securities and Exchange Commission.

If a director's tendered resignation is accepted by the Board, the Board may fill the resulting vacancy or decrease the number of directors comprising the Board in accordance with the Company's by-laws.

This description of the amendment to the Corporate Governance Guidelines is only a summary. The full text of the amended and restated Corporate Governance Guidelines is available in the For Investors section of the Company's website, under Corporate Governance, at

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of business acquired: Not applicable.

(b) Pro forma financial information: Not applicable.

(d) Exhibits: Not applicable.

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