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): June 2, 2015 (May 28, 2015)

 

 

HealthStream, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Tennessee   000-27701   62-1443555

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

209 10th Avenue South, Suite 450, Nashville, Tennessee 37203

(Address of principal executive offices) (Zip Code)

(615) 301- 3100

(Registrant’s telephone number, including area code)

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 Instruction 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))

 

 

 


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

On May 28, 2015, HealthStream, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). The final voting results of the proposals which were described in more detail in the proxy statement filed with the Securities and Exchange Commission on April 15, 2015, are set forth below.

 

  (1) Election of three directors in Class III for a term of three years and until their successors are duly elected and qualified:

 

     FOR      WITHHELD      BROKER
NON VOTES
 

Robert A. Frist, Jr.

     23,039,410         183,906         4,345,508   

Frank Gordon

     23,111,208         112,108         4,345,508   

C. Martin Harris, M.D.

     22,759,489         463,827         4,345,508   

In addition to the foregoing directors, the remaining directors not up for re-election at the Annual Meeting continue to serve on the Board of Directors.

 

  (2) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON VOTES

27,448,929   117,932   1,963   0

 

  (3) Adoption of a non-binding advisory resolution on the Company’s executive compensation as described in the Company’s 2015 proxy statement (“say-on-pay”):

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON VOTES

22,840,607   377,034   5,675   4,345,508


SIGNATURE

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.

 

Date: June 2, 2015 HEALTHSTREAM, INC.
By:

/s/ Gerard M. Hayden, Jr.

Chief Financial Officer