--- schema_version: "secwatch.filing_event.v1" accession: "0001032220-23-000031" form_type: "8-K" ticker: "MMS" cik: "0001032220" company_name: "MAXIMUS, INC." filed_at: "2023-03-15T23:59:59+00:00" generated_at: "2026-06-18T01:33:23.337891+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Maximus adds proxy access, updates advance notice; shareholders elect all directors ## Summary - New bylaw allows shareholder or group of up to 20 owning 3% for 3 years to nominate up to 2 or 20% of directors. - Advance notice window for director nominations changed to 120-90 days before prior annual meeting anniversary. - At March 14 annual meeting, 96.4% of shares represented; all 8 director nominees elected with 95-97% votes For. - Ernst & Young ratified as auditor for FY2023 with 97.2% votes For; say-on-pay approved with 95.3% For. - Advisory frequency of say-on-pay vote set at one year (55.9M votes For one year vs 1.0M for three years). ## SEC filing metadata - accession: 0001032220-23-000031 - form_type: 8-K - ticker: MMS - cik: 0001032220 - company_name: MAXIMUS, INC. - filed_at: 2023-03-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1032220/000103222023000031/0001032220-23-000031-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1032220/000103222023000031/mms-20230314.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001032220-23-000031 - JSON: https://secwatch.observer/filing/0001032220-23-000031.json - Plain text: https://secwatch.observer/filing/0001032220-23-000031.txt ## Key facts - Governance Changes MAXIMUS, INC.: Added proxy access bylaw allowing shareholder groups with 3% ownership for 3 years to nominate directors (effective 2023-03-14). - Change: bylaw amendment - Effective: 2023-03-14 source text: On March 14, 2023, upon the recommendation of the Nominating and Governance Committee, the Board of Directors (the “Board”) of Maximus, Inc. (the “Company”) approved and adopted Amended and Restated By-laws of the Company (as so amended and restated, the “By-laws”). The By-laws became effective immediately upon approval by the Board. Proxy Access Article I, Section 8 of the By-laws has been added to permit a shareholder, or a group of up to 20 shareholders, to nominate director candidates (and include such nominee(s) in the Company’s proxy materials) constituting up to the greater of two or 20% of the number of directors in office as of the last day on which the nomination notice can be delivered, provided that (i) such shareholder (or shareholder group) owns 3% or more of the Company’s outstanding common stock continuously for at least three years, and (ii) such shareholder (or shareholder group) and the nominee(s) satisfy certain procedural, eligibility and disclosure requirements se evidence_url: https://www.sec.gov/Archives/edgar/data/1032220/000103222023000031/0001032220-23-000031-index.htm - Governance Changes MAXIMUS, INC.: Updated advance notice provisions for shareholder nominations and proposals, including conforming to Rule 14a-19 and adjusting notice window (effective 2023-03-14). - Change: bylaw amendment - Effective: 2023-03-14 source text: The By-laws amend Article I, Section 6 to reflect procedural updates related to the recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as certain technical, conforming and clarifying changes in connection therewith. The By-laws also amend Article I, Section 6 and Section 7 to, among other things, change the “advance notice window” for shareholders to submit director nominations (other than pursuant to the Company’s proxy access by-law) and proposals (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act) to be voted on by shareholders at an annual meeting of shareholders to the period beginning on the 120th day and ending on the 90th day prior to the first anniversary of the preceding year’s annual meeting of shareholders evidence_url: https://www.sec.gov/Archives/edgar/data/1032220/000103222023000031/0001032220-23-000031-index.htm - Shareholder Votes MAXIMUS, INC. shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-03-14 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-03-14 source text: To approve, on an advisory basis, how frequently shareholders will vote, on a non-binding advisory basis, to approve the compensation of the named executive officers. One Year Two Years Three Years Abstentions Broker Non-Votes 55,905,089 5,835 1,045,335 87,315 1,563,885 evidence_url: https://www.sec.gov/Archives/edgar/data/1032220/000103222023000031/0001032220-23-000031-index.htm - Shareholder Votes MAXIMUS, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered accounting firm for fiscal 2023 at the 2023-03-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-03-14 source text: To ratify the appointment of Ernst & Young LLP as our independent registered accounting firm for our 2023 fiscal year evidence_url: https://www.sec.gov/Archives/edgar/data/1032220/000103222023000031/0001032220-23-000031-index.htm - Shareholder Votes MAXIMUS, INC. shareholders approved Advisory vote on executive compensation at the 2023-03-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-03-14 source text: To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the compensation discussion and analysis, the compensation tables and any related material contained in the proxy statement evidence_url: https://www.sec.gov/Archives/edgar/data/1032220/000103222023000031/0001032220-23-000031-index.htm - Shareholder Votes MAXIMUS, INC. shareholders approved Election of eight directors for one-year terms expiring at the 2024 Annual Meeting at the 2023-03-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-03-14 source text: to elect Anne K. Altman, Bruce L. Caswell, John J. Haley, Jan D. Madsen, Richard A. Montoni, Gayathri Rajan, Raymond B. Ruddy and Michael J. Warren for one-year terms expiring at the 2024 Annual Meeting of Shareholders evidence_url: https://www.sec.gov/Archives/edgar/data/1032220/000103222023000031/0001032220-23-000031-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.