false000009679300000967932024-06-282024-06-28

 

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 28, 2024

 

 

SunLink Health Systems Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Georgia

001-12607

31-0621189

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

900 Circle 75 Parkway

Suite 690

 

Atlanta, Georgia

 

30339

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 770 933-7000

 

 

(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 Shares without par value Preferred Share Purchase Rights

 

SSY

 

NYSE American LLC

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.

The following matters were submitted to a vote of common shareholders at the 2023 annual meeting of stockholders of SunLink Health Systems, Inc. (the “Company”) held on June 28, 2024:

Election of Directors

Management’s nominees for election to the board of directors, as listed in the Company’s proxy statement, were elected for two-year terms; with the results of the voting as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nominee

For

Withheld

Against

Broker
Non-Votes

Robert M. Thornton, Jr.

2,568,294

831,391

0

1,250,813

Dr. Steven J. Baileys, Jr.

2,692,389

707,296

0

1,250,813

Gene E, Burleson

2,599,505

800,180

0

1,250,813

 

 

 

 

 

 

As indicated in the table above, Robert M. Thornton, Jr, Dr. Steven, J. Baileys. Jr. and Gene E. Burleson were elected as directors for terms expiring at the 2025 annual meeting of shareholders. The terms of the following incumbent directors continue until the 2024 annual meeting of shareholders: C, Michael Ford and Mark J. Stockslager.

Management also proposed the ratification of the appointment of the Company’s independent auditors for the 2023 fiscal year. The table below summarizes the results of the voting on these proposals by the Company’s stockholders:

For Against Abstentions

4,155,670 88,767 84,193

 

Ratification of the appointment of Cherry Bekaert LLP as the Company’s Independent Registered Public Accounting Firm.

 

As indicated in the above table table, the proposal to ratify the appointment of the Company's independent auditors for the 2023 fiscal year was approved.

 

Management also proposed: (i) a non-binding advisory vote on executive compensation, (ii) a non-binding advisory vote on the frequency of the vote on executive compensation. The table below summarizes the results of the voting on these proposals by the Company’s stockholders:

 

Approval of a non-binding advisory resolution relating to the compensation of the Company’s Named Executive Officers.

 For

Against

 Abstentions

 Broker Non-votes

 

 2,762,502

433,424

203,759

1,250,813

As indicated in the above table, the proposal to approve executive compensation was approved.

 

Approval of a non-binding advisory resolution on the frequency (every one, two or three years) of the non-binding vote to approve the compensation of the Company’s Named Executive Officers.

Every Year

Every Two Years

Every Three Years

Abstentions

1,683,695

 4,237

1,704,447

7,306

 

 

 

 

 

 

 

As indicated in the above table, the proposal was approved to hold such advisory vote every three-years.

 

 

 

Item 9.01. Financial Statements and Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

 

 

SunLink Health Systems, Inc.

 

 

 

 

Date:

July 24, 2024

By:

/s/ Mark J. Stockslager.

 

 

 

Mark J. Stockslager
Chief Financial Officer

 

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Document And Entity Information
Jun. 28, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 28, 2024
Entity Registrant Name SunLink Health Systems Inc.
Entity Central Index Key 0000096793
Entity Emerging Growth Company false
Entity File Number 001-12607
Entity Incorporation, State or Country Code GA
Entity Tax Identification Number 31-0621189
Entity Address, Address Line One 900 Circle 75 Parkway
Entity Address, Address Line Two Suite 690
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30339
City Area Code 770
Local Phone Number 933-7000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares without par value Preferred Share Purchase Rights
Trading Symbol SSY
Security Exchange Name NYSEAMER
Sunlink Health Systems (AMEX:SSY)
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