Form 8-K

 

 

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): May 29, 2012

 

 

HEALTHCARE SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 0-12015

 

Pennsylvania   23-2018365

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification number)

3220 Tillman Drive-Suite 300,

Bensalem, Pennsylvania

  19020
(Address of principal executive office)   (Zip code)

Registrant’s telephone number, including area code: 215-639-4274

Not Applicable

(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:

 

¨ 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 CFR240.14d-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

On May 29, 2012, Healthcare Services Group, Inc. held its annual meeting of shareholders for the purposes of electing 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:

 

            VOTES  
     VOTES FOR      WITHHELD  

Daniel P. McCartney

     38,120,018         18,784,654   

Joseph F. McCartney

     35,339,668         21,565,004   

Robert L. Frome

     36,031,888         20,872,784   

Robert J. Moss

     28,796,534         28,108,138   

John M. Briggs

     40,872,772         16,031,900   

Dino D. Ottaviano

     28,645,050         28,259,622   

Theodore Wahl

     27,075,775         29,828,897   

Michael E. McBryan

     35,505,310         21,399,362   

Diane S. Casey

     37,509,290         19,395,382   

John J. McFadden

     56,122,294         782,378   

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, 2012 has received a plurality of the votes cast as follows:

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER NON-VOTE

61,917,983

   1,448,380    78,380    —  

The proposal to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers was approved based upon the following votes:

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER NON-VOTE

55,317,470

   1,323,078    264,125    6,540,072

The proposal to approve the Company’s 2012 Equity Incentive Plan was approved based upon the following votes:

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER NON-VOTE

47,359,714

   9,451,489    93,469    6,540,072


The proposal to consider one non-binding shareholder proposal, if properly presented, received the following votes:

 

FOR   

AGAINST

  

ABSTAIN

  

BROKER NON-VOTE

43,483,677

   12,777,839    643,156    6,540,072

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.

 

      HEALTHCARE SERVICES GROUP, INC.

Date: May 31, 2012

    By:   /S/ John C. Shea
      Chief Financial Officer and Secretary