{"schema_version":"secwatch.filing_event.v1","accession":"0000927066-23-000152","form_type":"8-K","ticker":"DVA","cik":"0000927066","company_name":"DAVITA INC.","filed_at":"2023-06-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.898500+00:00","generated_at":"2026-06-14T05:30:07.004081+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"DaVita shareholders elect directors, approve officer exculpation charter amendment at 2023 annual meeting","bullets":["Elected all nine director nominees; broker non-votes of 7.03M shares on contested proposals.","Ratified KPMG as independent auditor for FY2023: 78.18M for, 2.61M against, 46,294 abstain.","Advisory say-on-pay passed with 70.09M for; annual frequency of future votes approved with 72.48M for.","Approved charter amendment to exculpate certain officers from liability as permitted under Delaware law.","89.16% of outstanding shares (80.84M shares) represented at the meeting."],"urls":{"canonical":"https://secwatch.observer/filing/0000927066-23-000152","json":"https://secwatch.observer/filing/0000927066-23-000152.json","markdown":"https://secwatch.observer/filing/0000927066-23-000152.md","text":"https://secwatch.observer/filing/0000927066-23-000152.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/927066/000092706623000152/0000927066-23-000152-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/927066/000092706623000152/dva-20230606.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T05:30:07.004081+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c02b337229241bab1335ba3004ec09c173774182","claim":"DAVITA INC.: Amended and restated certificate of incorporation to provide for exculpation of certain officers from liability as permitted by Delaware law (effective 2023-06-06).","evidence_excerpt":"On June 6, 2023, DaVita Inc. (the “Company”) held its virtual 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved the amendment and restatement of the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company from liability as permitted by Delaware law (the “Amendment”)","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/927066/000092706623000152/0000927066-23-000152-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-06"}],"fact_type":"governance_change"},{"claim_id":"3cc74bbe71b4f38853bdfc8338fd1cbadbb99c18","claim":"DAVITA INC. shareholders approved Election of Directors.","evidence_excerpt":"Proposal 1. Election of Directors. The Company’s stockholders elected the nine director nominees named below to the Company’s Board of Directors (“Board”) for a term expiring at the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The voting results are as follows: Name of Nominee For Against Abstain Broker non-votes Pamela M. Arway 69,931,446 3,844,340 29,712 7,030,072 Charles G. Berg 73,049,317 723,565 32,616 7,030,072 Barbara J. Desoer 72,535,958 1,239,118 30,422 7,030,072 Jason M. Hollar 73,225,701 549,096 30,701 7,030,072 Gregory J. Moore, MD, PhD 73,016,596 758,428 30,474 7,030,072 John M. Nehra 70,143,985 3,629,997 31,516 7,030,072 Javier J. Rodriguez 73,483,804 290,514 31,180 7,030,072 Adam H. Schechter 73,667,968 106,048 31,482 7,030,072 Phyllis R. Yale 72,679,791 1,095,878 29,829 7,030,072","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927066/000092706623000152/0000927066-23-000152-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"5c9f5682b79042de98c1a9479a2a5b72c6925a5d","claim":"DAVITA INC. shareholders approved Amendment and Restatement of the Company’s Restated Certificate of Incorporation to provide for the exculpation of officers as permitted under Delaware law..","evidence_excerpt":"Proposal 5. Amendment and Restatement of the Company’s Restated Certificate of Incorporation to provide for the exculpation of officers as permitted under Delaware law. The Company’s stockholders approved the Amendment of the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company from liability as permitted by Delaware law. The voting results are as follows: For Against Abstain Broker non-votes 69,041,684 4,703,320 60,494 7,030,072","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927066/000092706623000152/0000927066-23-000152-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"982cb812705a8f36375a0a672f1936072d1d8c8a","claim":"DAVITA INC. shareholders approved Advisory vote to approve named executive officer compensation..","evidence_excerpt":"Proposal 3. Advisory vote to approve named executive officer compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results are as follows: For Against Abstain Broker non-votes 70,087,651 3,646,453 71,394 7,030,072","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927066/000092706623000152/0000927066-23-000152-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"daa90b52bb1b13abb773a0f21b17efd2a7797708","claim":"DAVITA INC. shareholders approved Advisory vote to approve the frequency of future advisory votes on named executive officer compensation..","evidence_excerpt":"Proposal 4. Advisory vote to approve the frequency of future advisory votes on named executive officer compensation. The Company’s stockholders approved, on an advisory basis, holding future advisory say-on-pay votes on an annual basis. The voting results are as follows: One Year Two Years Three Years Abstain 72,480,479 20,702 1,248,836 55,481","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927066/000092706623000152/0000927066-23-000152-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"ec38281f35f21fa01a2a33737c23477981df750c","claim":"DAVITA INC. shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm. at the 2023-12-31 meeting.","evidence_excerpt":"Proposal 2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results are as follows: For Against Abstain 78,179,976 2,609,300 46,294","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927066/000092706623000152/0000927066-23-000152-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-31"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}