Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnJune 6, 2023 ,DaVita Inc. (the "Company") held its virtual 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company approved the amendment and restatement of the Company's Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company from liability as permitted byDelaware law (the "Amendment"), as further described in the Company's Definitive Proxy Statement on Schedule 14A filed with theSecurities and Exchange Commission onApril 25, 2023 (the "Proxy Statement"). The Amendment became effective upon the filing of the Amended and Restated Certificate of Incorporation (the "A&R Certificate of Incorporation") with the Secretary of State of theState of Delaware following the Annual Meeting onJune 6, 2023 . The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Represented virtually or by proxy at the Annual Meeting were 80,835,570 shares of the Company's common stock, or 89.16% of its outstanding shares of common stock as ofApril 14, 2023 , the record date of the Annual Meeting. The proposals presented at the Annual Meeting are described in detail in the Company's Proxy Statement. The vote results detailed below represent final results as certified by the Inspector of Elections.
Proposal 1. Election of Directors.
The Company's stockholders elected the nine director nominees named below to the Company's Board of Directors ("Board") for a term expiring at the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The voting results are as follows: Name of Nominee For Against
Abstain Broker non-votes
Pamela M. Arway 69,931,446 3,844,340 29,712 7,030,072 Charles G. Berg 73,049,317 723,565 32,616 7,030,072 Barbara J. Desoer 72,535,958 1,239,118 30,422 7,030,072 Jason M. Hollar 73,225,701 549,096 30,701 7,030,072 Gregory J. Moore, MD, PhD 73,016,596 758,428 30,474 7,030,072 John M. Nehra 70,143,985 3,629,997 31,516 7,030,072 Javier J. Rodriguez 73,483,804 290,514 31,180 7,030,072 Adam H. Schechter 73,667,968 106,048 31,482 7,030,072 Phyllis R. Yale 72,679,791 1,095,878 29,829 7,030,072
Proposal 2. Ratification of the appointment of
The Company's stockholders ratified the appointment of
For Against Abstain 78,179,976 2,609,300 46,294
Proposal 3. Advisory vote to approve named executive officer compensation.
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results are as follows:
For Against Abstain Broker non-votes 70,087,651 3,646,453 71,394 7,030,072
--------------------------------------------------------------------------------
Proposal 4. Advisory vote to approve the frequency of future advisory votes on named executive officer compensation.
The Company's stockholders approved, on an advisory basis, holding future advisory say-on-pay votes on an annual basis. The voting results are as follows: One Year Two Years Three Years Abstain 72,480,479 20,702 1,248,836 55,481 In accordance with the recommendation of the Board of Directors of the Company (the "Board"), and based on the results of the stockholder advisory vote as reported above, the Board has determined that the Company will hold a stockholder advisory vote to approve the compensation of the Company's named executive officers on an annual basis until the next stockholder advisory vote on the frequency of such votes.
Proposal 5. Amendment and Restatement of the Company's Restated Certificate of
Incorporation to provide for the exculpation of officers as permitted under
The Company's stockholders approved the Amendment of the Company's Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company from liability as permitted byDelaware law. The voting results are as follows: For Against Abstain Broker non-votes 69,041,684 4,703,320 60,494 7,030,072
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation ofDaVita Inc. 104.0 Cover Page Interactive Data File - the cover page XBRL tags
are embedded within
the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source