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BIOS > SEC Filings for BIOS > Form 8-K on 14-May-2014All Recent SEC Filings

Show all filings for BIOSCRIP, INC.

Form 8-K for BIOSCRIP, INC.


14-May-2014

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


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

On May 8, 2014, at the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of BioScrip, Inc. (the "Company"), the Company's stockholders approved the proposed amendments to the BioScrip, Inc. 2008 Equity Incentive Plan (the "Plan"), as previously described in the Company's 2014 definitive proxy materials, to (i) increase by 2,500,000 the number of authorized shares of the Company's common stock available for issuance under the Plan, and (ii) clarify that cash dividends or dividend equivalents may not be paid to holders of unvested restricted stock units, restricted stock grants and performance units until such awards are vested and non-forfeitable. The Company's stockholders also re-approved at the Annual Meeting the material terms of the performance goals that are a part of the Plan, as previously described in the Company's 2014 definitive proxy materials. The amendments to the Plan and material terms of the performance goals had been previously approved, subject to stockholder approval, by the Company's Board of Directors (the "Board"). The amendments to the Plan became effective immediately upon stockholder approval at the Annual Meeting. The material terms of the Plan, as amended and restated, are summarized in the Company's 2014 definitive proxy materials filed with the Securities and Exchange Commission (collectively, the "Proxy Materials"), and are incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, as amended and restated, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



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

At the Annual Meeting, the stockholders of the Company (i) elected ten directors to serve for one-year terms, (ii) approved by an advisory non-binding vote the compensation paid to the Company's named executive officers, (iii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014, and (iv) as described above, approved amendments to the Plan and re-approved the material terms of the performance goals that are a part of the Plan. The proposals are described in detail in the Proxy Materials.

On March 19, 2014, the record date for the Annual Meeting, 68,191,587 shares of the Company's common stock were issued and outstanding, of which 62,084,009 were present at the Annual Meeting for purposes of establishing a quorum. The final results for the votes regarding each proposal are set forth below.

1. Election of ten directors, as set forth in the Proxy Materials, to each serve a one-year term expiring at the conclusion of the Company's 2015 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

                          Votes            Votes
        Name               FOR           Withheld
Richard M. Smith         50,299,912         402,804
Charlotte W. Collins     48,040,817       2,661,899
Samuel P. Frieder        50,194,850         507,866
Myron Z. Holubiak        48,394,942       2,307,774
David R. Hubers          50,198,602         504,114
Yon Y. Jorden            50,163,494         539,222
Tricia H. Nguyen         50,244,158         418,558
Richard L. Robbins       48,262,577       2,440,139
Stuart A. Samuels        50,197,538         505,178
Gordon H. Woodward       48,490,166       2,212,550

In addition, there were 11,381,293 broker non-votes for the election of directors.

2. Approval, by advisory vote on a non-binding basis, of the compensation paid to the Company's named executive officers:

                   Votes           Votes                           Broker
                    FOR           AGAINST      Abstentions       Non-Votes

                  46,538,847       833,868        3,330,001       11,381,293

3. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:

   Votes            Votes
    FOR            AGAINST        Abstentions

  59,552,661       2,511,139            20,209

4. Approval of amendments to the Plan to (i) increase by 2,500,000 the number of authorized shares of the Company's common stock available for issuance under the Plan, and (ii) clarify that cash dividends or dividend equivalents may not be paid to holders of unvested restricted stock units, restricted stock grants and performance units until such awards are vested and non-forfeitable, and re-approval of the material terms of the performance goals that are a part of the Plan:

                 Votes            Votes                              Broker
                  FOR            AGAINST         Abstentions       Non-Votes

                36,364,258       14,266,565            71,893       11,381,293



Item 7.01. Regulation FD Disclosure.

On May 14, 2014, the Company issued a press release announcing the election at the Annual Meeting of Yon Y. Jorden as a new member of the Board (the "Press Release"). A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.

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