UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 10, 2012
COMPUTER PROGRAMS AND SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-49796 | 74-3032373 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6600 Wall Street, Mobile, Alabama 36695
(Address of principal executive offices, including zip code)
(251) 639-8100
(Registrant’s telephone number, including area code)
N/A
(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 communication 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders (the “Annual Meeting”) of Computer Programs and Systems, Inc. (the “Company”) was held on May 10, 2012. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1 – Election of Class I Directors. The stockholders elected each of the director nominees to serve as Class I directors until the Company’s 2015 annual meeting of stockholders. The three nominees were current Class I directors of the Company who were re-elected. The voting for the directors at the Annual Meeting was as follows:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| William R. Seifert, II |
8,538,127 | 172,123 | 1,635,280 | |||
| W. Austin Mulherin, III |
3,125,037 | 5,585,213 | 1,635,280 | |||
| John C. Johnson |
8,436,266 | 273,984 | 1,635,280 | |||
Proposal 2 – Approval of 2012 Restricted Stock Plan for Non-Employee Directors. The stockholders approved the Computer Programs and Systems, Inc. 2012 Restricted Stock Plan for Non-Employee Directors. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 8,152,092 |
336,017 | 222,141 | 1,635,280 |
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2012. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 9,929,986 |
195,563 | 219,981 |
Proposal 4 – Advisory Vote on Executive Compensation. The stockholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2012 proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 8,399,644 |
83,507 | 227,099 | 1,635,280 |
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.
| COMPUTER PROGRAMS AND SYSTEMS, INC. | ||||||||
| Date: May 11, 2012 | By: | /s/ David A. Dye | ||||||
| David A. Dye Chief Financial Officer | ||||||||