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 29, 2022

Change Healthcare Inc.
(Exact Name of Registrant as Specified in its Charter)
 

Delaware
001-38961
82-2152098
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
424 Church Street, Suite 1400
Nashville, Tennessee 37219
(Address of Principal Executive Offices) (Zip Code)

(615) 932-3000
(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 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, par value $0.001 per share
  
CHNG
  
The Nasdaq Stock Market LLC
6.00% Tangible Equity Units
  
CHNGU
  
The Nasdaq Stock Market LLC

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 Tuesday, March 29, 2022, Change Healthcare Inc. (the “Company”) held its Annual Meeting of Stockholders for the fiscal year ended March 31, 2021, and the following matters were submitted to a vote of the stockholders.
 
Proposal One: Election of Directors

Director Nominees
For
Withhold
Broker Non-Votes
Neil E. de Crescenzo
257,410,839
1,934,040
14,582,817
Howard L. Lance
257,017,837
2,327,042
14,582,817
Nella Domenici
257,417,844
1,927,035
14,582,817
Nicholas L. Kuhar
216,797,676
42,547,203
14,582,817
Diana McKenzie
257,412,834
1,932,045
14,582,817
Bansi Nagji
216,758,805
42,586,074
14,582,817
Philip M. Pead
257,418,939
1,925,940
14,582,817
Phillip W. Roe
256,243,113
3,101,766
14,582,817
Neil P. Simpkins
216,474,635
42,870,244
14,582,817
Robert J. Zollars
197,010,502
62,334,377
14,582,817

Proposal Two: Advisory Vote to Approve Executive Compensation (Say-on-Pay)
 
For
Against
Abstain
Broker Non-Votes
254,015,605
4,390,944
938,330
14,582,817

Proposal Three: Ratification of the Appointment of Deloitte and Touche LLP as the Independent Registered Public Accounting Firm for the Company for Fiscal Year 2022

For
Against
Abstain
272,772,839
46,258
1,108,599


SIGNATURE

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.

 
CHANGE HEALTHCARE INC.
     
 
By:
/s/ Loretta A. Cecil
   
Name: Loretta A. Cecil
   
Title:   Executive Vice President, General Counsel

Date: March 30, 2022