8-K
CORVEL CORP false 0000874866 0000874866 2024-08-01 2024-08-01

 

 

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): August 1, 2024

 

 

CORVEL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-19291   33-0282651

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5128 Apache Plume Road, Suite 400, Fort Worth, Texas   76109
(Address of Principal Executive Offices)   (Zip Code)

(949) 851-1473

(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 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 class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   CRVL   The Nasdaq Global Select Market

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.

CorVel Corporation (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on August 1, 2024. The Company had 17,164,306 shares of common stock outstanding on June 7, 2024, the record date for the Annual Meeting. At the Annual Meeting, 16,481,348 shares of common stock were present or represented by proxy, which represented 96% of the voting power of all the shares of common stock of the Company as of the record date.

Set forth below are the voting results for the two proposals considered and voted upon by stockholders at the Annual Meeting, each of which are described in more detail in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on June 21, 2024.

 

  1.

To elect the six directors named in the Proxy Statement, each to serve until the 2025 annual meeting of stockholders or until his or her successor has been duly elected and qualified:

 

Name of Director

   For      Withheld      Broker Non-Votes  

V. Gordon Clemons

     15,827,750        295,644        357,954  

Joanna C. Burkey

     16,069,447        53,947        357,954  

Steven J. Hamerslag

     13,941,366        2,182,028        357,954  

Alan R. Hoops

     15,516,392        607,002        357,954  

R. Judd Jessup

     13,037,361        3,086,033        357,954  

Jeffrey J. Michael

     13,752,652        2,370,742        357,954  

 

  2.

To ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025:

 

  For  

  

Against

  

Abstain

  

Broker Non-Votes

16,427,161    46,396    7,791    — 

Based on the foregoing votes, the six directors named in the Proxy Statement were elected to serve as directors of the Company, and the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025 was duly ratified.

No other matters were presented for consideration or stockholder action at the Annual Meeting.

 


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.

 

    CORVEL CORPORATION
Dated: August 6, 2024     By:  

/s/ Brandon T. O’Brien

      Brandon T. O’Brien
      Chief Financial Officer