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): August 3, 2017

 

 

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

  92614
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 851-1473

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 (see General Instructions 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

Corvel Corporation (the “Company”) held its 2017 annual meeting of stockholders on August 3, 2017. The following proposals were approved according to the following final voting results:

 

  1. To elect the six directors named in the Proxy Statement, each to serve until the 2018 annual meeting of stockholders or until his or her successor has been duly elected and qualified:

 

Director Candidate

   For    Withheld

V. Gordon Clemons

   16,060,068    1,051,519

Steven J. Hamerslag

   16,059,660    1,051,927

Alan R. Hoops

   16,299,490       812,097

R. Judd Jessup

   16,080,310    1,031,277

Jean H. Macino

   16,323,109       788,478

Jeffrey J. Michael

   14,454,071    2,657,516

 

Broker Non-Votes

     1,107,434  

 

  2. To approve on an advisory basis the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:

 

For

     17,071,191  

Against

     22,243  

Abstain

     18,153  

Broker Non-Votes

     1,107,434  

 

  3. To approve on an advisory basis the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers:

 

One Year

     5,211,746  

Two Years

     21,074  

Three Years

     11,876,301  

Abstain

     2,466  

Broker Non-Votes

     1,107,434  

 

  4. To ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018:

 

For

     18,165,324  

Against

     52,178  

Abstain

     1,519  

Broker Non-Votes

     0  

In light of the advisory voting results with respect to the frequency of future stockholder advisory votes on named executive officer compensation, the Company’s Board of Directors has decided that the Company will hold an advisory vote on the compensation of named executive officers every three years until the next required advisory vote on the frequency of future stockholder advisory votes on the compensation of named executive officers. The Company is required to hold advisory votes on frequency every six years.


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 4, 2017     /s/ Richard Schweppe
    Richard Schweppe
    Chief Financial Officer