form8-k_053112.htm

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):  June 5, 2012 (May 31, 2012)

HEALTHWAYS, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
000-19364
  
62-1117144
(State or other jurisdiction of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

701 Cool Springs Boulevard
Franklin, Tennessee
  
 
37067
(Address of principal executive offices)
  
(Zip Code)

   
(615) 614-4929 
    
(Registrant's telephone number, including area code)
                                       
          
         
(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:


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    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
(a)           The Annual Meeting of Stockholders of Healthways, Inc. was held on May 31, 2012.
(b)           The following proposals were voted upon at the Annual Meeting of Stockholders:

 
(i)
Nominations to elect Kevin G. Wills, Jay C. Bisgard, M.D., Mary Jane England, M.D., John A. Wickens and William D. Novelli as Directors of the Company. The results of the election of the above-mentioned nominees were as follows:

   
For
        
Withheld
Kevin G. Wills
  
26,307,072
        
731,411
Jay C. Bisgard, M.D.    24,350,192          2,688,291
Mary Jane England, M.D.
    23,872,067          3,166,416
John A. Wickens
  
24,385,676
        
2,652,807
William D. Novelli
 
23,667,573
        
3,370,910

 
(ii)
To consider and act upon an advisory vote on executive compensation. The voting results were as follows:

For
      
Against
      
Abstain from Voting
8,715,528
      
17,508,384
      
814,571
 
 
(iii)
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2012. The voting results were as follows:

For
      
Against
      
Abstain from Voting
28,178,028
      
1,582,526
      
8,467

 
(iv)
To consider and act upon a stockholder proposal regarding declassification of the Company's Board of Directors.  The voting results were as follows:

For
      
Against
      
Abstain from Voting
24,558,123
      
2,451,365
      
28,995

 
 
 


 

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.

 
HEALTHWAYS, INC.
   
   
 
By:
/s/ Alfred Lumsdaine
   
Alfred Lumsdaine
   
           Chief Financial Officer

Date:  June 5, 2012