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 1, 2022
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 Pennant Group, Inc. (the “Corporation”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 1, 2022. The number of issued and outstanding shares of the Corporation’s common stock entitled to vote at the Annual Meeting was 28,848,532. These shares were issued and outstanding as of April 4, 2022, which was the record date for the Annual Meeting. There were present at the Annual Meeting, either in person or by proxy, 26,902,516 shares of the Corporation’s common stock. The matters voted upon at the Annual Meeting and the results of the votes were as follows:
1.The two nominees named below were elected by a majority of votes cast to serve as Class III directors of the board of directors, to serve until the 2025 Annual Meeting and until a successor is elected and qualified, and the voting rights were as follows:
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| JoAnne Stringfield | 23,823,454 | 1,295,762 | 3,793 | 1,779,507 | ||||||||||||||||||||||
| Stephen M. R. Covey | 18,771,757 | 6,229,744 | 121,508 | 1,779,507 | ||||||||||||||||||||||
2.The selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022, was ratified, and the voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 26,876,956 | 20,793 | 4,767 | ||||||||||||
3.The compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved on an advisory basis, and the voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 24,855,389 | 261,625 | 5,995 | 1,779,507 | |||||||||||||||||
4.The shareholders' preferred frequency with which the Company is to hold an advisory stockholder vote to approve the compensation of the named executive officers was once every year and the voting results were as follows:
| One year | Two years | Three years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 24,140,990 | 2,576 | 934,150 | 45,293 | 1,779,507 | ||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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.
| Dated: June 2, 2022 | THE PENNANT GROUP, INC. | |||||||||||||
| By: | /s/ JENNIFER L. FREEMAN | |||||||||||||
| Jennifer L. Freeman | ||||||||||||||
| Chief Financial Officer | ||||||||||||||