Document


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 14, 2018 (June 12, 2018)

The Providence Service Corporation
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
001-34221
 
86-0845127
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
 
 
700 Canal Street, Third Floor
Stamford, Connecticut
 
06902
 
 
 
 
 
 
 
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (203) 307-2800

(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 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.  
 
The annual meeting of stockholders (the “2018 Annual Meeting”) of The Providence Service Corporation (the “Company”) was held on June 12, 2018 for the following purposes:

 
a)
To elect three Class 3 directors each to serve for a three-year term until the Company’s 2021 annual meeting of stockholders or until his or her successor has been duly elected and qualified. The nominees for director were elected by our stockholders as follows:
 
 
Votes For
 
 
Against
 
 
 
Abstentions
 
 
Broker
Non-Votes
Todd J. Carter
 
 
13,132,302
 
 
 
162,636
 
 
 
375
 
 
 
798,196
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frank J. Wright
 
 
12,676,509
 
 
 
618,429
 
 
 
375
 
 
 
798,196

 
b)
To hold a non-binding advisory vote to approve named executive officer compensation as more fully described in the Proxy Statement for the 2018 Annual Meeting. The named executive officer compensation was approved by our stockholders as follows:
Votes For
10,642,155
 
 
Votes Against
2,651,826
 
 
Abstentions
1,332
 
 
Broker Non-Votes
798,196

 
c)
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year. The appointment of KPMG LLP was approved by our stockholders as follows:
 
Votes For
13,794,935
 
 
Votes Against
296,908
 
 
Abstentions
1,666
 
 
Broker Non-Votes
N/A






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.
 
 
 
 
 
THE PROVIDENCE SERVICE CORPORATION
Date: June 14, 2018
 
 
 
By:
 
/s/ Sophia D. Tawil
 
 
 
 
Name:
 
Sophia D. Tawil
 
 
 
 
Title:
 
General Counsel and Secretary