---
schema_version: "secwatch.filing_event.v1"
accession: "0000075252-23-000031"
form_type: "8-K"
ticker: "ACH"
cik: "0000075252"
company_name: "ACCENDRA HEALTH INC/VA/"
filed_at: "2023-05-12T23:59:59+00:00"
generated_at: "2026-06-15T03:05:52.875368+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve 2023 Omnibus Incentive Plan, elect nine directors at annual meeting

## Summary
- Shareholders approved 2023 Omnibus Incentive Plan (66.9M for, 2.1M against).
- Nine director nominees elected with over 67 million votes for each nominee.
- KPMG ratified as independent auditor for FY2023 (71.3M for, 1.4M against).
- Advisory say-on-pay approved with 66.7M for, 2.2M against.
- Committee approved forms of RSU agreements for employees and non-employee directors under the new plan.

## SEC filing metadata
- accession: 0000075252-23-000031
- form_type: 8-K
- ticker: ACH
- cik: 0000075252
- company_name: ACCENDRA HEALTH INC/VA/
- filed_at: 2023-05-12T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/75252/000007525223000031/0000075252-23-000031-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/75252/000007525223000031/omi-20230510.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000075252-23-000031
- JSON: https://secwatch.observer/filing/0000075252-23-000031.json
- Plain text: https://secwatch.observer/filing/0000075252-23-000031.txt

## Key facts
- Shareholder Votes
  ACCENDRA HEALTH INC/VA/ shareholders approved Election of nine directors, each for a one-year term at the 2023-05-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. At the Company’s Annual Meeting on May 11, 2023, the matters described below were voted upon and approved as indicated. There were 76,192,213 shares of common stock entitled to vote at the meeting and 72,760,190 shares were voted in person or by proxy (approximately 95.50% of shares entitled to vote). 1. Election of nine directors, each for a one-year term, as follows: Director Votes For Votes Against Abstentions Broker Non-Votes Mark A. Beck 68,479,605 500,210 26,978 3,753,397 Gwendolyn M. Bingham 67,353,125 1,626,619 27,049 3,753,397 Kenneth Gardner-Smith 68,286,327 685,584 34,882 3,753,397 Robert J. Henkel 67,861,731 1,110,504 34,558 3,753,397 Rita F. Johnson-Mills 68,205,506 759,471 41,816 3,753,397 Stephen W. Klemash 68,396,191 582,730 27,872 3,753,397 Teresa L. Kline 68,399,390 580,108 27,295 3,753,397 Edward A. Pesicka 68,574,396 401,989 30,408 3,753,397 Carissa L. Rollins 68,531,340 449,083 26,370 3,753,397 2. Appro
  evidence_url: https://www.sec.gov/Archives/edgar/data/75252/000007525223000031/0000075252-23-000031-index.htm
- Shareholder Votes
  ACCENDRA HEALTH INC/VA/ shareholders approved Advisory vote to approve the compensation of our named executive officers at the 2023-05-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. At the Company’s Annual Meeting on May 11, 2023, the matters described below were voted upon and approved as indicated. There were 76,192,213 shares of common stock entitled to vote at the meeting and 72,760,190 shares were voted in person or by proxy (approximately 95.50% of shares entitled to vote). 1. Election of nine directors, each for a one-year term, as follows: Director Votes For Votes Against Abstentions Broker Non-Votes Mark A. Beck 68,479,605 500,210 26,978 3,753,397 Gwendolyn M. Bingham 67,353,125 1,626,619 27,049 3,753,397 Kenneth Gardner-Smith 68,286,327 685,584 34,882 3,753,397 Robert J. Henkel 67,861,731 1,110,504 34,558 3,753,397 Rita F. Johnson-Mills 68,205,506 759,471 41,816 3,753,397 Stephen W. Klemash 68,396,191 582,730 27,872 3,753,397 Teresa L. Kline 68,399,390 580,108 27,295 3,753,397 Edward A. Pesicka 68,574,396 401,989 30,408 3,753,397 Carissa L. Rollins 68,531,340 449,083 26,370 3,753,397 2. Appro
  evidence_url: https://www.sec.gov/Archives/edgar/data/75252/000007525223000031/0000075252-23-000031-index.htm
- Shareholder Votes
  ACCENDRA HEALTH INC/VA/ shareholders approved Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. At the Company’s Annual Meeting on May 11, 2023, the matters described below were voted upon and approved as indicated. There were 76,192,213 shares of common stock entitled to vote at the meeting and 72,760,190 shares were voted in person or by proxy (approximately 95.50% of shares entitled to vote). 1. Election of nine directors, each for a one-year term, as follows: Director Votes For Votes Against Abstentions Broker Non-Votes Mark A. Beck 68,479,605 500,210 26,978 3,753,397 Gwendolyn M. Bingham 67,353,125 1,626,619 27,049 3,753,397 Kenneth Gardner-Smith 68,286,327 685,584 34,882 3,753,397 Robert J. Henkel 67,861,731 1,110,504 34,558 3,753,397 Rita F. Johnson-Mills 68,205,506 759,471 41,816 3,753,397 Stephen W. Klemash 68,396,191 582,730 27,872 3,753,397 Teresa L. Kline 68,399,390 580,108 27,295 3,753,397 Edward A. Pesicka 68,574,396 401,989 30,408 3,753,397 Carissa L. Rollins 68,531,340 449,083 26,370 3,753,397 2. Appro
  evidence_url: https://www.sec.gov/Archives/edgar/data/75252/000007525223000031/0000075252-23-000031-index.htm
- Shareholder Votes
  ACCENDRA HEALTH INC/VA/ shareholders approved Approval of the Owens & Minor, Inc. 2023 Omnibus Incentive Plan at the 2023-05-11 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. At the Company’s Annual Meeting on May 11, 2023, the matters described below were voted upon and approved as indicated. There were 76,192,213 shares of common stock entitled to vote at the meeting and 72,760,190 shares were voted in person or by proxy (approximately 95.50% of shares entitled to vote). 1. Election of nine directors, each for a one-year term, as follows: Director Votes For Votes Against Abstentions Broker Non-Votes Mark A. Beck 68,479,605 500,210 26,978 3,753,397 Gwendolyn M. Bingham 67,353,125 1,626,619 27,049 3,753,397 Kenneth Gardner-Smith 68,286,327 685,584 34,882 3,753,397 Robert J. Henkel 67,861,731 1,110,504 34,558 3,753,397 Rita F. Johnson-Mills 68,205,506 759,471 41,816 3,753,397 Stephen W. Klemash 68,396,191 582,730 27,872 3,753,397 Teresa L. Kline 68,399,390 580,108 27,295 3,753,397 Edward A. Pesicka 68,574,396 401,989 30,408 3,753,397 Carissa L. Rollins 68,531,340 449,083 26,370 3,753,397 2. Appro
  evidence_url: https://www.sec.gov/Archives/edgar/data/75252/000007525223000031/0000075252-23-000031-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.
