Item 5.07 Submission of Matters to a Vote of Securities Holders.
As previously announced, on July 31, 2024, R1 RCM Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), and Project Raven Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for, among other things and on the terms and subject to the conditions set forth therein, the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 16, 2024, as amended (the “Definitive Proxy Statement”), and mailed to the Company’s stockholders on or about October 16, 2024.
On November 14, 2024, the Company held a special meeting of stockholders virtually via live webcast (the “Special Meeting”) to vote on the proposals identified in the Definitive Proxy Statement.
As of the close of business on October 11, 2024, the record date for the Special Meeting, there were 422,194,725 shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”), eligible to be voted at the Special Meeting. At the Special Meeting, 388,084,485 shares, or approximately 91.92% of all outstanding shares of Company Common Stock eligible to be voted at the Special Meeting, were present virtually or represented by proxy at the Special Meeting, constituting a quorum. Set forth below are the final voting results for the matters submitted to a vote of stockholders at the Special Meeting.
Proposal No. 1 – The Merger Proposal.
At the Special Meeting, the Company’s stockholders approved a proposal to approve and adopt the Merger Agreement and approve the transactions contemplated thereby. The votes were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 377,486,987 |
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2,477,176 |
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8,120,322 |
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Proposal No. 2 – The Merger-Related Compensation Proposal.
At the Special Meeting, the Company’s stockholders approved, on an advisory and non-binding basis, a proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger. The votes were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 364,416,611 |
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15,044,874 |
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8,623,000 |
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