form8k2013-06-06


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 6, 2013

athenahealth, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
001-33689
 
04-3387530
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

 
311 Arsenal Street, Watertown, MA
 
02472
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 617-402-1000
________________________________________________________________________________
(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))




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of athenahealth, Inc. (“athenahealth”) held on June 6, 2013 (the “Annual Meeting”), athenahealth’s stockholders approved an amendment and restatement of the athenahealth 2007 Stock Option and Incentive Plan (as amended and restated, the “Amended Plan”). On April 23, 2013, the Board of Directors of athenahealth approved and adopted the Amended Plan, subject to stockholder approval. The Amended Plan became effective as of the Annual Meeting date.
The Amended Plan includes: (1) an increase in the number of shares of athenahealth common stock available for issuance of 1,660,000 shares; (2) additional performance criteria; and (3) a new maximum award payable for performance-based awards.
The foregoing summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached as Appendix A to athenahealth’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 25, 2013, of which Appendix A is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, athenahealth stockholders voted on the following matters: (1) to elect three directors, Charles D. Baker, Dev Ittycheria, and John A. Kane, to serve as Class III directors for a term of three years and until their successors are duly elected and qualified, subject to their earlier resignation or removal; (2) to ratify the appointment of Deloitte & Touche LLP as athenahealth’s independent registered public accounting firm for the fiscal year ending December 31, 2013; (3) to approve an amendment and restatement of the 2007 Stock Option and Incentive Plan; and (4) to hold an advisory vote to approve executive compensation.
The votes cast by athenahealth stockholders on each of the foregoing proposals were as follows:
Proposal 1 - Election of Directors
 
 
 
 
 
 
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Charles D. Baker
 
32,329,862

 
335,827

 
2,453,500

Dev Ittycheria
 
30,991,724

 
1,673,965

 
2,453,500

John A. Kane
 
32,330,190

 
335,499

 
2,453,500

Additionally, Jonathan Bush, Brandon Hull, Jacqueline B. Kosecoff, James L. Mann, and David E. Robinson continued to serve as directors after the Annual Meeting.
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
Proposal 2 - Ratification of Appointment of Independent Auditors
34,443,124

 
651,960

 
24,105

 
—

 
 
 
 
 
 
 
 
Proposal 3 - Approval of Amended and Restated 2007 Stock Option and Incentive Plan
23,970,217

 
8,690,037

 
5,435

 
2,453,500

 
 
 
 
 
 
 
 
Proposal 4 - Advisory Vote on Executive Compensation
17,122,541

 
15,537,272

 
5,876

 
2,453,500






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.
 
 
athenahealth, Inc.
 
 
(Registrant)

June 10, 2013
 
/s/ DANIEL H. ORENSTEIN
 
 
Daniel H. Orenstein
 
 
SVP, General Counsel, and Secretary