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HCSG > SEC Filings for HCSG > Form 8-K on 29-May-2014All Recent SEC Filings

Show all filings for HEALTHCARE SERVICES GROUP INC

Form 8-K for HEALTHCARE SERVICES GROUP INC


29-May-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On Tuesday, May 27, 2014, Healthcare Services Group, Inc. (the "Company") held its annual meeting of shareholders for the purposes of voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2014. As of the Record Date of April 4, 2014, there were 70,242,000 shares of common stock outstanding and entitled to notice of and to vote at the annual meeting. The final voting for the matters submitted to a vote of shareholders are as follows:

Management Proposals:

Proposal No. 1 - Election of Directors

At the annual meeting, shareholders voted for the election of nine Directors for a one-year term or until their successors are elected and qualified to fill the expiring terms of such Directors. All of the Company's nominees for Director received the requisite plurality (i.e. the highest number of votes of the Company's common stock in accordance with the bylaws of the Company and
Section 1758 of the Pennsylvania Business Corporation Law) of the votes cast by the holders of shares present at the meeting in person or by proxy and entitled to vote thereon, and, accordingly, were elected to the Board of Directors for the ensuing year and until their successors are duly elected and qualified. The number of votes cast for and withheld from each nominee is set forth below:

Nominee               Votes For    Votes Withheld   Broker Non-Votes
Daniel P. McCartney   26,354,285     29,629,168        6,672,135
Robert L. Frome       26,358,818     29,624,635        6,672,135
Robert J. Moss        26,449,181     29,534,272        6,672,135
John M. Briggs        21,552,025     34,431,428        6,672,135
Dino D. Ottaviano     20,469,756     35,513,697        6,672,135
Theodore Wahl         26,364,026     29,619,427        6,672,135
Michael E. McBryan    26,371,229     29,612,224        6,672,135
Diane S. Casey        20,475,349     35,508,104        6,672,135
John J. McFadden      20,554,497     35,428,956        6,672,135

Proposal No. 2 - Independent Registered Public Accounting Firm

The proposal for the ratification of the selection of Grant Thornton LLP as the Company's independent registered public accountants for the current fiscal year ending December 31, 2014 has received a majority of the votes cast as follows:
Votes For Votes Against Abstain Broker Non-Votes 61,502,059 1,071,992 81,537 -

Proposal No. 3 - Advisory Vote on Executive Compensation

The proposal relating to an advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers was approved based up the following votes:
Votes For Votes Against Abstain Broker Non-Votes 55,110,918 731,091 141,443 6,672,136


Shareholder Proposals:

Proposal No. 4(a) - Majority Vote Standard for Election of Directors

The proposal to consider a shareholder proposal regarding a majority vote standard for election of directors, if properly presented, received the following votes:
Votes For Votes Against Abstain Broker Non-Votes 41,470,541 14,079,826 433,079 6,672,143

Proposal No. 4(b) - Independent Board Chairman

The proposal to consider a shareholder proposal regarding an independent board chairman, if properly presented, received the following votes:
Votes For Votes Against Abstain Broker Non-Votes 34,176,777 21,664,967 141,701 6,672,143

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