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MGLN > SEC Filings for MGLN > Form 8-K on 21-May-2014All Recent SEC Filings

Show all filings for MAGELLAN HEALTH SERVICES INC

Form 8-K for MAGELLAN HEALTH SERVICES INC


21-May-2014

Change in Directors or Principal Officers, Submission of Matters to


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.

(b) On May 21, 2014, the term of William Forrest, a director of Magellan Health Services, Inc. (the "Company") ended. Mr. Forrest did not seek re-election to the board.



ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The annual meeting of shareholders of the Company (the "Meeting") was held on May 21, 2014, in connection with which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. At the close of business on March 31, 2014, the record date for the Meeting, 27,558,633 shares of the Company's common stock were issued, outstanding and entitled to vote. At the Meeting 25,734,196 shares of the Company's common stock were represented in person or by proxy. Five proposals were scheduled and notice to be acted upon at the Meeting: (i) to elect three directors to serve until the 2017 annual meeting or until the election and qualification of their successors ("Proposal Number One"); (ii) to approve, in an advisory vote, the compensation of the Company's named executive officers ("Proposal Number Two"); (iii) to determine, in an advisory vote, whether a stockholder vote to approve compensation of the Company's named executive officers should be held every one, two, or three years ("Proposal Number Three"); (iv) to approve the 2014 Employee Stock Purchase Plan ("Proposal Number Four"); and (v) to ratify the appointment of Ernst & Young LLP as the Company's independent accountants for the year 2011 ("Proposal Number Five").

At the Meeting, three members of the board, William J. McBride, Robert M. Le Blanc and Perry G. Fine, M.D., were nominated for election to serve three year terms until the Company's 2017 annual meeting or until the election and qualification of their successors were elected. The vote with respect to each such nominee was as follows:

                                              Broker Non-
Nominee                  For       Withheld      Votes
William J. McBride    23,458,162    995,047     1,280,987
Robert M. Le Blanc    23,610,101    843,108     1,280,987
Perry G. Fine, M.D.   23,577,526    875,683     1,280,987

Other directors whose terms of office continued after the Meeting are: Michael S. Diament, Eran Broshy, Mary F. Sammons, Barry M. Smith and Michael P. Ressner.

Proposal Number Two was adopted with 18,295,004 shares voted for, 4,987,953 shares voted against, 1,170,252 shares abstaining and 1,280,987 broker non-votes.

The vote regarding Proposal Number Three was: One Year: 21,764,369; Two Years:
64,635; Three Years: 2,611,969, abstaining 9,004 and 1,284,219 broker non-votes.

Proposal Number Four was adopted with 24,316,435 shares voted for, 136,082 shares voted against, 692 shares abstaining and 1,280,987 broker non-votes.

Proposal Number Five was adopted with 25,550,717 shares voted for, 182,252 shares voted against and 1,227 shares abstaining.


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