UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 6, 2015
CORVEL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-19291 | 33-0282651 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2010 Main Street, Suite 600, Irvine, California
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (949) 851-1473
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2015 annual meeting of stockholders on August 6, 2015. The following proposals were approved according to the following final voting results:
| 1. | To elect six directors, each to serve until the 2016 annual meeting of stockholders or until his or her successor has been duly elected and qualified: |
| Director Candidate |
For | Withheld | ||||||
| V. Gordon Clemons |
17,232,939 | 442,808 | ||||||
| Steven J. Hamerslag |
17,266,840 | 408,907 | ||||||
| Alan R. Hoops |
17,546,267 | 129,480 | ||||||
| R. Judd Jessup |
17,509,674 | 166,073 | ||||||
| Jean H. Macino |
12,761,963 | 4,913,784 | ||||||
| Jeffrey J. Michael |
16,033,220 | 1,642,527 | ||||||
| Broker Non-Votes |
1,832,230 |
| 2. | To approve the amendment and restatement of the CorVel Corporation Restated Omnibus Incentive Plan (formerly the Restated 1988 Executive Stock Option Plan) to extend its expiration date by 10 years: |
| For |
17,259,280 | |||
| Against |
412,229 | |||
| Abstain |
4,238 | |||
| Broker Non-Votes |
1,832,230 |
| 3. | To reapprove performance goals under the CorVel Corporation Restated Omnibus Incentive Plan (formerly the Restated 1988 Executive Stock Option Plan): |
| For |
14,339,025 | |||
| Against |
3,332,484 | |||
| Abstain |
4,238 | |||
| Broker Non-Votes |
1,832,230 |
| 4. | To ratify the appointment of Haskell & White LLP as the Company’s registered and independent public accounting firm for the fiscal year ending March 31, 2016: |
| For |
19,366,148 | |||
| Against |
132,000 | |||
| Abstain |
9,829 | |||
| Broker Non-Votes |
0 |
[Signatures on Next Page]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934. The registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORVEL CORPORATION | ||||||
| (Registrant) | ||||||
| Dated: August 6, 2015 |
/s/ V. Gordon Clemons | |||||
| V. Gordon Clemons | ||||||
| Chairman, President and Chief Executive Officer | ||||||