--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-23-017576" form_type: "8-K" ticker: null cik: "0001220754" company_name: "ModivCare Inc" filed_at: "2023-06-15T23:59:59+00:00" generated_at: "2026-06-13T23:46:42.143926+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # ModivCare shareholders approve board declassification, elect directors at 2023 annual meeting ## Summary - Charter amendment passed with 13,187,516 votes for (99.99% of votes cast) to phase out classified board by 2025. - Four directors elected for one-year terms: Coulter, Norwalk, Samant, Sampson; Coulter and Norwalk had ~40% and ~24% against votes. - Say-on-pay advisory vote passed (98.7% for), frequency set to every 1 year. - KPMG LLP ratified as independent auditor for FY2023 with 13,588,739 votes for. ## SEC filing metadata - accession: 0001437749-23-017576 - form_type: 8-K - cik: 0001220754 - company_name: ModivCare Inc - filed_at: 2023-06-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/0001437749-23-017576-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/modv20230615_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-23-017576 - JSON: https://secwatch.observer/filing/0001437749-23-017576.json - Plain text: https://secwatch.observer/filing/0001437749-23-017576.txt ## Key facts - Governance Changes ModivCare Inc: Adopted conforming bylaw amendment to remove provisions relating to classified board structure (effective 2023-06-13). - Change: bylaw amendment - Effective: 2023-06-13 source text: The Board also approved, conditioned and effective upon stockholder approval and filing of the Charter Amendment, conforming amendments to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”) to remove provisions relating to the classified board structure. evidence_url: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/0001437749-23-017576-index.htm - Governance Changes ModivCare Inc: Amended charter to phase out classified board structure, transitioning to annual election of directors (effective 2023-06-13). - Change: charter amendment - Effective: 2023-06-13 source text: the Company’s stockholders approved a proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to phase out the Company’s classified board structure and provide for the annual election of directors (the “Charter Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/0001437749-23-017576-index.htm - Shareholder Votes ModivCare Inc shareholders approved Election of four directors, each to serve for a one-year term until the 2024 annual meeting of stockholders at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: b) The election of four directors, each to serve for a one-year term until the 2024 annual meeting of stockholders: Name of Nominee Votes For Against Abstentions Broker Non-Votes David A. Coulter 7,848,302 5,205,948 134,918 493,754 Leslie V. Norwalk 9,921,955 3,135,256 131,957 493,754 Rahul Samant 13,080,998 105,940 2,230 493,754 L. Heath Sampson 13,139,488 47,440 2,240 493,754 evidence_url: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/0001437749-23-017576-index.htm - Shareholder Votes ModivCare Inc shareholders approved Non-binding advisory vote to approve the Company's named executive officer compensation at the 2023-06-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-13 source text: c) The non-binding advisory vote to approve the Company’s named executive officer compensation: Votes For: 13,010,916 Votes Against: 175,398 Abstentions: 2,854 Broker Non-Votes: 493,754 evidence_url: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/0001437749-23-017576-index.htm - Shareholder Votes ModivCare Inc shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2023 fiscal year at the 2023-06-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-13 source text: e) The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year: Votes For: 13,588,739 Votes Against: 91,703 Abstentions: 2,480 Broker Non-Votes: Not Applicable evidence_url: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/0001437749-23-017576-index.htm - Shareholder Votes ModivCare Inc shareholders approved Non-binding advisory vote to indicate the desired frequency of future advisory votes on the Company's named executive officer compensation at the 2023-06-13 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-13 source text: d) The non-binding advisory vote to indicate the desired frequency of future advisory votes on the Company’s named executive officer compensation: Every One Year: 12,714,662 Every Two Years: 521 Every Three Years: 471,816 Abstentions: 2,169 Broker Non-Votes: 493,754 evidence_url: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/0001437749-23-017576-index.htm - Shareholder Votes ModivCare Inc shareholders approved Approval of the Charter Amendment to declassify the board at the 2023-06-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-13 source text: a) The approval of the Charter Amendment to declassify the board: Votes For: 13,187,516 Votes Against: 110 Abstentions: 1,542 Broker Non-Votes: 493,754 evidence_url: https://www.sec.gov/Archives/edgar/data/1220754/000143774923017576/0001437749-23-017576-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.