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HWAY > SEC Filings for HWAY > Form 8-K on 26-Jun-2014All Recent SEC Filings

Show all filings for HEALTHWAYS, INC

Form 8-K for HEALTHWAYS, INC


26-Jun-2014

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of Healthways, Inc. (the "Company") held on June 24, 2014, the Company's stockholders approved the Healthways, Inc. 2014 Stock Incentive Plan (the "2014 Plan"). The results of the stockholder vote on the Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.
A description of the 2014 Plan is included as part of Proposal No. 4 in the Company's Proxy Statement that was filed with the Securities and Exchange Commission (the "Commission") on May 13, 2014 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the 2014 Plan, a copy of which was filed as Exhibit 99.1 to the Registration Statement on Form S-8 filed by the Company with the Commission on June 25, 2014.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting was held on June 24, 2014.

(b) The following proposals were voted upon at the Annual Meeting:

(i) To elect Bradley S. Karro, Paul H. Keckley, Ph.D., Conan J. Laughlin and Kevin G. Wills as directors of the Company. The results of the election of the above-mentioned nominees were as follows:

                            For             Withheld
      Bradley S. Karro   27,696,372         193,085
Paul H. Keckley, Ph.D.   27,589,351         300,106
     Conan J. Laughlin   27,586,877         302,580
        Kevin G. Wills   27,757,175         132,282

(ii) To consider and act upon non-binding, advisory vote to approve compensation of the Company's named executive officers. The voting results were as follows:

   For            Against        Abstain from Voting
20,944,604       6,906,634             37,462




                   (iii)  To ratify the appointment of Ernst & Young LLP as the
                          Company's independent registered public accounting firm

for fiscal 2014. The voting results were as follows:

   For           Against       Abstain from Voting
27,028,268       975,061             20,186




                   (iv)   To consider and act upon a proposal to approve the 2014

Plan. The voting results were as follows:

   For            Against        Abstain from Voting
24,774,969       3,107,753              5,977




                   (v)    To consider and act upon a proposal to approve an
                          amendment to the Company's Amended and Restated Bylaws,
                          as amended, to implement majority voting for
                          uncontested elections of directors. The voting results

were as follows:

For Against Abstain from Voting 27,845,878 36,243 6,577


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