Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As further discussed below in Item 5.07, onMay 26, 2021 , at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") ofSurgery Partners, Inc. (the "Company"), the stockholders of the Company approved an amendment (the "Amendment") to the Company's 2015 Omnibus Incentive Plan, as amended and restated effectiveJanuary 1, 2020 (the "Omnibus Incentive Plan"). As disclosed in the Company's Definitive Proxy Statement on Schedule 14A, filed with theSecurities and Exchange Commission onApril 15, 2021 , the Amendment (i) increased by 3,500,000 the maximum number of authorized shares of the Company's common stock reserved for issuance under the Omnibus Incentive Plan and (ii) provided for the sale of shares on the market to cover required tax-withholdings under awards. Item 5.07 Submission of Matters to a Vote of Security HoldersThe Company held its Annual Meeting onMay 26, 2021 . As of the close of business onApril 8, 2021 , the record date for the Annual Meeting (the "Record Date"), 59,890,985 shares of the Company's common stock were outstanding and entitled to vote. In addition, as of the Record Date, there were 310,000 shares of the Company's 10.00% Series A Convertible Perpetual Participating Preferred Stock (the "preferred stock") issued and outstanding, entitling the holders of preferred stock the right to cast 22,371,576 votes on an as-converted basis. At the Annual Meeting, shares of the Company's common stock and preferred stock voted together as a single class on the matters described below. The matters voted on at the Annual Meeting and the final results of such voting were as follows: Proposal 1: Election of Class III director nominees. The stockholders elected each of the director nominees to serve as a Class III director until the Company's 2024 annual meeting of stockholders and until each such successor has been elected and qualified. Each of the nominees, with the exception ofBlair E. Hendrix , was a current Class III director of the Company who was re-elected. The results of the vote were as follows: Name Votes For Votes Withheld Broker Non-Votes Clifford G. Adlerz 67,880,603 9,437,846 1,713,555 J. Eric Evans 69,344,314 7,974,135 1,713,555 Blair E. Hendrix 66,493,683 10,824,766 1,713,555 Andrew T. Kaplan 65,829,679 11,488,770 1,713,555
Proposal 2: Advisory vote on executive compensation ("Say-on-Pay"). The
stockholders approved on a non-binding, advisory basis the compensation paid by
the Company to its named executive officers, as disclosed in the Company's
Definitive Proxy Statement on Schedule 14A, filed with the
Votes For Votes Against Abstentions Broker Non-Votes
76,699,550 591,435 27,464 1,713,555
Proposal 3: Ratification of the appointment of
Votes For Votes Against Abstentions
78,984,674 40,681 6,649
Proposal 4: Approval of the Amendment to the Omnibus Incentive Plan. The stockholders approved the Amendment to the Omnibus Incentive Plan. The results of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 63,084,364 13,563,113 670,972 1,713,555
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