8-K
filed June 13, 2023, 7:59 PM ET
CIK 0001815849
other material
confidence high
sentiment neutral
materiality 0.60
ATI Physical Therapy Stockholders Approve Share Increase, Declassification, and Other Proposals at 2023 Annual Meeting
ATI Physical Therapy, Inc.
- Stockholders approved amendment to 2021 Equity Incentive Plan, increasing authorized shares by 37,000,000.
- Approved Charter Amendment to declassify Board over time, with annual elections starting in 2025.
- Ratified Deloitte & Touche as independent auditor for fiscal year 2023; 189,556,370 votes for.
- Re-elected directors Joanne Burns, John Maldonado, James Parisi, and Sharon Vitti to one-year terms.
- Approved reverse stock split in ratio between 1:20 and 1:50 by August 31, 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ATI Physical Therapy, Inc.: Amended certificate of incorporation to declassify the board of directors over time and provide for annual election of all directors starting in 2025 (effective 2023-06-13).
- Change
- charter amendment
- Effective
- 2023-06-13
Exact text from the filing
At the 2023 Annual Meeting, the Company’s stockholders approved a proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to declassify the Company’s Board over time and provide for the annual election of all directors beginning with the Company’s 2025 annual meeting of stockholders.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ATI Physical Therapy, Inc. shareholders approved To approve the Transaction, including the issuance of New Second Lien PIK Convertible Notes and the issuance of preferred stock to provide voting rights for the holders of the New Second Lien PIK Convertible Notes, for purposes of complying with applicable New York Stock Exchange listing rules at the 2023-06-13 meeting.
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
PROPOSAL I: To approve, for purposes of complying with applicable New York Stock Exchange listing rules, the Transaction, including the issuance of New Second Lien PIK Convertible Notes and the issuance of preferred stock to provide voting rights for the holders of the New Second Lien PIK Convertible Notes. The votes were as follows: FOR 169,774,616 AGAINST 1,141,455 ABSTAIN 134,118 BROKER NON-VOTES 18,980,718
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ATI Physical Therapy, Inc. shareholders approved To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to implement a reverse stock split in the ratio between 1 for 20 and 1 for 50 by August 31, 2023 at the 2023-06-13 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
PROPOSAL V: To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to implement a reverse stock split in the ratio between 1 for 20 and 1 for 50 by August 31, 2023. The votes were as follows: FOR 170,165,041 AGAINST 825,971 ABSTAIN 59,177 BROKER NON-VOTES 18,980,718
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ATI Physical Therapy, Inc. shareholders approved To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers at the 2023-06-13 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
PROPOSAL VI: To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers. The votes were as follows: FOR 161,881,193 AGAINST 8,736,321 ABSTAIN 432,675 BROKER NON-VOTES 18,980,718
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ATI Physical Therapy, Inc. shareholders approved Election of Directors – Joanne Burns, John Maldonado, James Parisi, and Sharon Vitti at the 2023-06-13 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
PROPOSAL IV: Election of Directors. Joanne Burns, John Maldonado, James Parisi, and Sharon Vitti were each re-elected as Directors, to serve a one year term to expire at the 2024 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes were as follows: For Withheld Broker Non- Votes Joanne Burns 166,296,652 4,753,537 18,980,718 John Maldonado 159,858,815 11,191,374 18,980,718 James Parisi 161,393,545 9,656,644 18,980,718 Sharon Vitti 170,446,375 603,814 18,980,718
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ATI Physical Therapy, Inc. shareholders approved To approve an amendment to ATI Physical Therapy, Inc.’s 2021 Equity Incentive Plan to increase the number of shares available for issuance under the Plan at the 2023-06-13 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
PROPOSAL VII: To approve an amendment to ATI Physical Therapy, Inc.’s 2021 Equity Incentive Plan to increase the number of shares available for issuance under the Plan. The votes were as follows: FOR 164,003,391 AGAINST 7,027,039 ABSTAIN 19,759 BROKER NON-VOTES 18,90,718
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ATI Physical Therapy, Inc. shareholders approved To Amend and Restate the Company's Second Amended and Restated Certificate of Incorporation to declassify the Board of Directors, contingent on approval of the Transaction in accordance with Proposal 1 at the 2023-06-13 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
PROPOSAL II: To Amend and Restate the Company’s Second Amended and Restated Certificate of Incorporation to declassify the Board of Directors, contingent on approval of the Transaction in accordance with Proposal 1. The votes were as follows: FOR 170,330,430 AGAINST 603,334 ABSTAIN 116,425 BROKER NON-VOTES 18,980,718
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ATI Physical Therapy, Inc. shareholders approved To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-13 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
PROPOSAL III: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes were as follows: FOR 189,556,370 AGAINST 318,024 ABSTAIN 156,513
View on SEC.gov
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