false 0001220754 0001220754 2025-03-03 2025-03-03
 
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): March 3, 2025
 
ModivCare Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-34221
  
86-0845127
(State or other jurisdiction
of incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer
Identification No.)
   
6900 E. Layton Avenue, 12th Floor
Denver, Colorado
  
80237
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (303) 728-7012
 
N/A
 
(Former name or former address, if changed since last report)
 
Check the appropriate box 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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
MODV
The NASDAQ Global Select Market
 
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 8.01          Other Events.
 
On March 3, 2025, ModivCare Inc. (the “Company”) convened and then adjourned, without commencing any business, the Special Meeting of Stockholders (the “Special Meeting”) to its new date and time on Thursday, March 13, 2025, at 10:00 a.m. Mountain Time to provide for the regularly scheduled reporting and dissemination of the Company’s fourth quarter and full year 2024 financial results prior to the Special Meeting. The record date for the Special Meeting has not changed as a result of the adjournment, and Company stockholders of record as of the close of business on January 22, 2025 continue to be entitled to vote at the Special Meeting. Stockholders who have voted do not need to recast their votes, and proxies and voting instructions previously submitted in respect of the Special Meeting will be voted at the adjourned meeting unless properly revoked. Stockholders who may want to change their vote or voting instructions may do so by following the instructions for change or revocation provided in the previously disseminated proxy materials for the Special Meeting.
 
Important Information for Stockholders and Others
 
A definitive proxy statement for the Special Meeting referenced above was filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 3, 2025, and released to the Company’s stockholders for use at such meeting on or about such date. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT COVERING THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders may obtain free copies of the definitive proxy statement and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company are also available free of charge on the Company’s website at investors.modivcare.com under the tab “SEC Filings” and under the heading “Financials”.
 
 
 
 
SIGNATURES
 
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.
 
 
MODIVCARE INC.
     
     
Dated: March 3, 2025
By:
/s/ Faisal Khan
 
Name:
Faisal Khan
 
Title:
Senior Vice President, General Counsel and Secretary
 
 
v3.25.0.1
Document And Entity Information
Mar. 03, 2025
Document Information [Line Items]  
Entity, Registrant Name ModivCare Inc
Document, Type 8-K
Document, Period End Date Mar. 03, 2025
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-34221
Entity, Tax Identification Number 86-0845127
Entity, Address, Address Line One 6900 E. Layton Avenue, 12th Floor
Entity, Address, City or Town Denver
Entity, Address, State or Province CO
Entity, Address, Postal Zip Code 80237
City Area Code 303
Local Phone Number 728-7012
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol MODV
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001220754
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