Item 5.07 Submission of Matters to a Vote of Security Holders

On May 26, 2022, R1 RCM Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, there were present, in person or by proxy, 264,447,008 shares of the Company's common stock representing at least a majority of the Company's common stock issued, outstanding, and entitled to vote thereat, constituting a quorum for all matters presented at the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on the following proposals, with the following results:

1. The following nominees were elected to the Company's board of directors as directors for terms ending at the 2023 annual meeting of stockholders:



                                     For           Withheld       Broker Non-Votes
       Agnes Bundy Scanlan      251,848,972        327,111        12,270,925
       David M. Dill            249,961,526      2,214,557        12,270,925
       Michael C. Feiner        245,899,672      6,276,411        12,270,925
       Joseph Flanagan          250,921,447      1,254,636        12,270,925
       John B. Henneman, III    246,649,388      5,526,695        12,270,925
       Neal Moszkowski          238,474,137     13,701,946        12,270,925
       Ian Sacks                241,704,818     10,471,265        12,270,925
       Jill Smith               243,012,061      9,164,022        12,270,925
       Anthony J. Speranzo      244,422,255      7,753,828        12,270,925
       Anthony R. Tersigni      244,498,668      7,677,415        12,270,925
       Albert R. Zimmerli       244,569,569      7,606,514        12,270,925


2. The issuance of shares of common stock of Project Roadrunner Parent Inc. ("New R1") to CoyCo 1, L.P. and CoyCo 2, L.P., pursuant to the terms of the Transaction Agreement and Plan of Merger, dated as of January 9, 2022, by and among the Company, New R1, Project Roadrunner Merger Sub Inc., Revint Holdings, LLC ("Cloudmed"), CoyCo 1, L.P., CoyCo 2., L.P., and certain other parties was approved:



                         For:                  252,074,482
                         Against:                   71,088
                         Abstain:                   30,513
                         Broker Non-Votes:      12,270,925


3. The adoption of an amendment to the Company's Restated Certificate of Incorporation to increase the Company's authorized share capital from 500,000,000 shares to 750,000,000 shares of common stock was approved:



                              For:        263,174,164
                              Against:      1,214,934
                              Abstain:         57,910



--------------------------------------------------------------------------------

As set forth in the Company's Proxy Statement filed on April 22, 2022, the Company indicated its intention to treat Proposal 3 as a "non-routine" proposal. Under applicable New York Stock Exchange ("NYSE") rules, brokers and other nominees do not have discretionary authority to vote for non-routine matters without receiving specific voting instructions from their customers. However, after the Annual Meeting, the Company learned that Proposal 3 had been tabulated as a "routine" matter, meaning that brokers were permitted to vote shares on such proposal without specific instructions despite the Company's designation of such proposal as a non-routine matter. Accordingly, there are no "Broker Non-Votes" recorded for such proposal. Proposal 3 would have obtained the vote required for approval even if the 12,270,925 uninstructed broker votes with respect to such proposal had all been tabulated as votes "Against" such proposal.



4. The selection of Ernst & Young LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 31, 2022 was
ratified:

                              For:        262,505,582
                              Against:      1,878,075
                              Abstain:         63,351


5. The proposal to approve the adjournment of the 2022 Annual Meeting to a later date, or dates, was not necessary because there were sufficient votes for the approval of all the other proposals submitted for vote at the 2022 Annual Meeting.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses