inov-20200617
0001619954false00016199542020-06-172020-06-17

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): June 17, 2020
 
Inovalon Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-36841 47-1830316
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
4321 Collington Road 
Bowie,Maryland20716
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (301809-4000

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 ClassName Of Each Exchange On Which RegisteredTicker Symbol
Class A Common Stock, 00016199542020-06-172020-06-17

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): June 17, 2020
 
Inovalon Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-36841 47-1830316
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
4321 Collington Road 
Bowie,Maryland20716
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (301809-4000

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 ClassName Of Each Exchange On Which RegisteredTicker Symbol
Class A Common Stock, $0.000005 par value per shareNASDAQ Global Select MarketINOV
 
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.
 
At the annual meeting of stockholders of Inovalon Holdings, Inc. (the "Company") held on June 17, 2020 (the "Annual Meeting"), the Company’s stockholders voted on the following matters: (1) the election of eight directors to hold office until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified, including Keith R. Dunleavy, M.D., Denise K. Fletcher, William D. Green, André S. Hoffmann, Isaac S. Kohane, M.D., Ph.D., Mark A. Pulido, Lee D. Roberts and William J. Teuber, Jr.; (2) the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (3) a non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as defined and described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2020 (the "Proxy Statement").
 
Proposal 1 – Election of Directors
 
At the Annual Meeting, the following persons comprising the entire previous Board were duly elected as directors of the Company to hold office until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified: Keith R. Dunleavy, M.D., Denise K. Fletcher, William D. Green, André S. Hoffmann, Isaac S. Kohane, M.D., Ph.D., Mark A. Pulido, Lee D. Roberts and William J. Teuber, Jr. The table below sets forth the voting results for each director nominee:
 
NomineeForWithheldBroker Non-Votes
Keith R. Dunleavy, M.D.773,257,2339,188,72610,835,119
Denise K. Fletcher766,469,38515,976,57410,835,119
William D. Green765,221,66817,224,29110,835,119
André S. Hoffmann772,155,19810,290,76110,835,119
Isaac S. Kohane, M.D., Ph.D.774,954,4367,491,52310,835,119
Mark A. Pulido773,104,6389,341,32110,835,119
Lee D. Roberts774,620,3697,825,59010,835,119
William J. Teuber, Jr.766,473,86215,972,09710,835,119
 
Proposal 2 – Ratification of Selection of Independent Registered Auditor
 
At the Annual Meeting, the Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The table below sets forth the voting results for this proposal:
 
ForAgainstAbstained
Deloitte & Touche LLP792,396,871842,60141,606

Proposal 3 – Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

At the Annual Meeting, the Company’s stockholders approved a non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement. The table below sets forth the voting results for the non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers:
ForAgainstAbstainedBroker Non-Votes
782,170,867192,26882,82410,835,119




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.
 
 INOVALON HOLDINGS, INC.
   
Dated: June 17, 2020By:/s/ KEITH R. DUNLEAVY, M.D.
  Keith R. Dunleavy, M.D.
  Chief Executive Officer and Chairman

NASDAQ Global Select MarketINOV
 
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.
 
At the annual meeting of stockholders of Inovalon Holdings, Inc. (the "Company") held on June 17, 2020 (the "Annual Meeting"), the Company’s stockholders voted on the following matters: (1) the election of eight directors to hold office until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified, including Keith R. Dunleavy, M.D., Denise K. Fletcher, William D. Green, André S. Hoffmann, Isaac S. Kohane, M.D., Ph.D., Mark A. Pulido, Lee D. Roberts and William J. Teuber, Jr.; (2) the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (3) a non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as defined and described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2020 (the "Proxy Statement").
 
Proposal 1 – Election of Directors
 
At the Annual Meeting, the following persons comprising the entire previous Board were duly elected as directors of the Company to hold office until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified: Keith R. Dunleavy, M.D., Denise K. Fletcher, William D. Green, André S. Hoffmann, Isaac S. Kohane, M.D., Ph.D., Mark A. Pulido, Lee D. Roberts and William J. Teuber, Jr. The table below sets forth the voting results for each director nominee:
 
NomineeForWithheldBroker Non-Votes
Keith R. Dunleavy, M.D.773,257,2339,188,72610,835,119
Denise K. Fletcher766,469,38515,976,57410,835,119
William D. Green765,221,66817,224,29110,835,119
André S. Hoffmann772,155,19810,290,76110,835,119
Isaac S. Kohane, M.D., Ph.D.774,954,4367,491,52310,835,119
Mark A. Pulido773,104,6389,341,32110,835,119
Lee D. Roberts774,620,3697,825,59010,835,119
William J. Teuber, Jr.766,473,86215,972,09710,835,119
 
Proposal 2 – Ratification of Selection of Independent Registered Auditor
 
At the Annual Meeting, the Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The table below sets forth the voting results for this proposal:
 
ForAgainstAbstained
Deloitte & Touche LLP792,396,871842,60141,606

Proposal 3 – Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

At the Annual Meeting, the Company’s stockholders approved a non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement. The table below sets forth the voting results for the non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers:
ForAgainstAbstainedBroker Non-Votes
782,170,867192,26882,82410,835,119




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.
 
 INOVALON HOLDINGS, INC.
   
Dated: June 17, 2020By:/s/ KEITH R. DUNLEAVY, M.D.
  Keith R. Dunleavy, M.D.
  Chief Executive Officer and Chairman


v3.20.1
Cover
Jun. 17, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 17, 2020
Entity Registrant Name Inovalon Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36841
Entity Tax Identification Number 47-1830316
Entity Address, Address Line One 4321 Collington Road
Entity Address, City or Town Bowie,
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20716
City Area Code 301
Local Phone Number 809-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.000005 par value per share
Security Exchange Name NASDAQ
Trading Symbol INOV
Entity Emerging Growth Company false
Entity Central Index Key 0001619954
Amendment Flag false