Business Context and Reporting Period
This Form 8-K filing by DaVita Inc. (DaVita) reports on events occurring on June 6, 2011, specifically the company's annual meeting of stockholders held in Lakewood, Colorado. The filing details the approval of a new equity compensation plan and the results of various stockholder votes.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and equity plan administration.
Regarding equity plan capacity as of December 31, 2010:
- Stock-settled stock appreciation rights outstanding: 11,012,487
- Restricted stock units outstanding: 501,564
- Shares available for future grants under the 2002 Plan: 10,908,787
- Cumulative aggregate shares reserved since 2002: 34,178,338
Material Changes
The primary material change reported is the approval of the DaVita Inc. 2011 Incentive Award Plan (the "2011 Plan") by stockholders. This plan amends and restates the DaVita Inc. 2002 Equity Compensation Plan. Key features of the change include:
- The 2011 Plan does not increase the total number of shares authorized under the previous plan.
- It prohibits repricing or replacement of options without stockholder approval.
- It prohibits the grant of in-the-money options or stock appreciation rights.
- It establishes a maximum aggregate grant limit of 2,250,000 shares per person in any consecutive 12-month period.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance or outlook. Management commentary is limited to the rationale for the 2011 Plan, noting it reflects "compensation and governance best practices" and is designed to qualify awards as performance-based compensation under Section 162(m) of the Code.
Stockholder voting results for the annual meeting were as follows:
- Director Elections: All 10 nominees were elected. Voting varied, with Carol Anthony ("John") Davidson and Kent J. Thiry receiving the highest "For" votes (over 78 million and 80 million respectively), while Peter T. Grauer received the lowest "For" votes (approximately 70.2 million).
- 2011 Incentive Award Plan: Approved with 69,548,383 votes "For" and 11,729,290 "Against".
- Executive Compensation Advisory Vote: Approved with 67,432,650 votes "For" and 13,830,115 "Against".
- Frequency of Compensation Votes: Stockholders voted to hold annual advisory votes (73,252,952 votes for "One Year").
- Stockholder Proposal (Written Consent): Defeated with 23,370,688 votes "For" and 57,833,612 "Against".
- Accounting Firm Ratification: KPMG LLP was ratified with 84,386,775 votes "For".
Important Facts for Investor Verification
- Verify the specific terms of the 2011 Incentive Award Plan in Appendix A of the Definitive Proxy Statement (Schedule 14A) filed on April 27, 2011.
- Note that the 2011 Plan does not increase the share pool available for grants compared to the 2002 Plan.
- Confirm the significant "Against" votes on the executive compensation advisory vote (approximately 13.8 million) and the stockholder proposal on written consent (approximately 57.8 million).
- Recognize that this filing contains no financial results; investors should refer to the most recent 10-Q or 10-K for financial performance data.