2014 Annual Meeting 8-K




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 29, 2014

The Ensign Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-33757
33-0861263
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
27101 Puerta Real, Suite 450, Mission Viejo, CA
92691
(Address of principal executive offices)
(Zip Code)
(949) 487-9500
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  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 2014 Annual Meeting of Stockholders of The Ensign Group, Inc. was held on May 29, 2014, and the matters voted upon at the Annual Meeting and the results of the votes were as follows:

1.
The three nominees named below were elected to serve as Class I directors of the board of directors, to serve until the 2017 Annual Meeting, until a successor is elected and qualified, and the voting rights were as follows:

 
 
Votes
 
 
 
Broker
Nominee
 
For
 
Withheld
 
Non-Votes
 
 
 
 
 
 
 
Roy Christensen
 
16,324,658
 
2,958,043
 
1,877,422
John Nackel
 
15,424,040
 
3,858,661
 
1,877,422
Barry Smith
 
18,868,737
 
413,974
 
1,877,422

2. The selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2014 was ratified, and the voting results were as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
20,999,906
 
158,015
 
2,202
 
—

3. The compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved on an advisory basis, and the voting results were as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
19,197,281
 
67,535
 
17,885
 
1,877,422

4. The re-approval of the Company’s 2007 Omnibus Incentive Plan to preserve the Company’s ability to deduct compensation that qualifies as performance-based compensation under 162(m) of the Internal Revenue Code was approved as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
15,476,618
 
3,800,849
 
5,234
 
1,877,422

5. The amendment to the Company’s Articles of Incorporation and Bylaws to provide that director nominees shall be elected by the affirmative votes cast at an annual meeting in uncontested director elections, with a plurality vote standard for contested director elections was approved as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
19,227,608
 
51,726
 
3,367
 
1,877,422





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.
 
 
 
THE ENSIGN GROUP, INC.
 
 
 
 
 
/s/ SUZANNE D. SNAPPER
 
 
Chief Financial Officer
 
Dated: June 5, 2014