Document



 
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 17, 2019

DAVITA INC.
(Exact name of registrant as specified in its charter)
 
Delaware
1-14106
No. 51-0354549
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
2000 16th Street
Denver, CO 80202
(Address of principal executive offices including Zip Code)
 
(720) 631-2100
(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:
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
 
☐    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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of exchange on which registered
Common Stock, $0.001 par value
 
DVA
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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.
On June 17, 2019, DaVita Inc. (the "Company") held its 2019 Annual Meeting of Stockholders (the "Annual Meeting") in Denver, Colorado. Represented in person or by proxy at the Annual Meeting were 146,184,936 shares of the Company's common stock, or 87.8% of its outstanding shares of common stock as of the record date of the Annual Meeting. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2019 (the "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 eleven director nominees named in the Proxy Statement to the Company's Board of Directors for a term expiring at the 2020 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
 
126,815,605
 
7,134,565
 
48,408
 
12,186,358
Charles G. Berg
 
131,869,363
 
2,081,879
 
47,336
 
12,186,358
Barbara J. Desoer
 
131,773,185
 
2,177,915
 
47,478
 
12,186,358
Pascal Desroches
 
127,553,296
 
6,396,056
 
49,226
 
12,186,358
Paul J. Diaz
 
126,616,524
 
7,333,609
 
48,445
 
12,186,358
Peter T. Grauer
 
122,720,321
 
9,503,276
 
1,774,981
 
12,186,358
John M. Nehra
 
129,484,312
 
4,465,295
 
48,971
 
12,186,358
Javier J. Rodriguez
 
132,553,422
 
1,402,271
 
42,885
 
12,186,358
William L. Roper
 
129,580,411
 
2,948,392
 
1,469,775
 
12,186,358
Kent J. Thiry
 
129,644,958
 
4,309,067
 
44,553
 
12,186,358
Phyllis R. Yale
 
131,751,613
 
2,199,130
 
47,835
 
12,186,358
Proposal 2. Ratification of the appointment of the Company's independent registered public accounting firm.
The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. The voting results are as follows:
For
 
Against
 
Abstain
143,551,660
 
2,556,570
 
76,706
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
122,035,854
 
11,879,163
 
83,561
 
12,186,358

 
 
 
 
 

 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
DAVITA INC.
 
 
By:
 
/s/ Samantha A. Caldwell
Name:
 
Samantha A. Caldwell
Title:
 
Corporate Secretary
Date: June 20, 2019