UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”), was held on June 9, 2023 at 10:00 A.M. Eastern Time via remote communication.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting.
Item 1. All six (6) director nominees, Mr. Brian W. Adams, Ms. Kathrine O’Brien, and Mr. Michael Purcell, (the “Class I Nominees”) and Mr. Ronald Mitchell, Mr. Derek C. Schrier, and Mr. Jonathan D. Schwartz (the “Class III Nominees”), were elected to serve on the Company’s Board of Directors. Because the proposal to amend the Company’s Certificate of Incorporation to declassify the Board of Directors was not approved, as discussed further under “Item 4” below, the director nominees’ terms shall last until (i) the Company’s 2025 annual meeting of stockholders for the Class III Nominees, and (ii) the Company’s 2026 annual meeting of stockholders for the Class I Nominees, or until their successors are duly elected and qualified, based on the following votes:
| Director Nominee | For | Withhold | Broker Non-Votes | |||||||||
| Brian W. Adams | 16,250,038 | 347,385 | 2,765,824 | |||||||||
| Kathrine O’Brien | 15,496,475 | 1,100,948 | 2,765,824 | |||||||||
| Michael Purcell | 15,765,816 | 831,607 | 2,765,824 | |||||||||
| Ronald Mitchell | 16,034,300 | 563,123 | 2,765,824 | |||||||||
| Derek C. Schrier | 16,043,943 | 553,480 | 2,765,824 | |||||||||
| Jonathan D. Schwartz | 16,023,994 | 573,429 | 2,765,824 | |||||||||
Item 2. The 2022 compensation of the Company’s named executive officers, Mr. Brian W. Adams, Mr. Thomas Cancro, and Mr. Michael Greenhalgh, was approved on an advisory basis, based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 15,984,400 | 595,775 | 17,248 | 2,765,824 | |||||||||||
Item 3. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved, based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 19,297,117 | 33,980 | 32,150 | 0 | |||||||||||
Item 4. The proposal to amend the Company’s Certificate of Incorporation to declassify the Board of Directors was not approved, based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 16,426,770 | 154,779 | 15,874 | 2,765,824 | |||||||||||
Item 5. The proposal to amend the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law was not approved, based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 16,371,351 | 212,408 | 13,664 | 2,765,824 | |||||||||||
Item 6. The proposal to amend the Company’s Certificate of Incorporation to add a federal forum selection provision was not approved, based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 16,429,603 | 149,715 | 18,105 | 2,765,824 | |||||||||||
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.
| TABULA RASA HEALTHCARE, INC. | ||
| By: | /s/ Brian W. Adams | |
| Brian W. Adams | ||
| President and Chief Executive Officer | ||
Dated: June 14, 2023