ATHN8K-2014annualmeeting


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 9, 2014

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 5.07
Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of athenahealth, Inc. (“athenahealth”) held on June 9, 2014 (the “Annual Meeting”), athenahealth’s shareholders voted on the following matters: (1) to elect three directors, Amy Abernethy, Jonathan Bush, and Brandon Hull, to serve as Class I 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, 2014; and (3) to hold an advisory vote to approve the compensation of our named executive officers.
The votes cast by athenahealth shareholders on each of the foregoing proposals were as follows:
Proposal 1 - Election of Directors
 
 
 
 
 
 
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Amy Abernethy
 
34,639,273

 
14,607

 
1,945,187

Jonathan Bush
 
34,128,319

 
525,561

 
1,945,187

Brandon Hull
 
34,472,496

 
181,384

 
1,945,187

Additionally, Dev Ittycheria, John A. Kane, 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
36,435,164

 
125,633

 
38,270

 
—

 
 
 
 
 
 
 
 
Proposal 3 - Advisory Vote on Executive Compensation
29,080,660

 
5,564,478

 
8,742

 
1,945,187






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 12, 2014
 
/s/ DANIEL H. ORENSTEIN
 
 
Daniel H. Orenstein
 
 
SVP, General Counsel, and Secretary