DAVITA INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
DaVita Inc. 2020 Incentive Award Plan
On June 11, 2020 , DaVita Inc. (the "Company") held its virtual 2020 Annual
Meeting of Stockholders (the "2020 Annual Meeting"). As described in Item 5.07
below, at the 2020 Annual Meeting, the Company's stockholders approved the
DaVita Inc. 2020 Incentive Award Plan (the "2020 Plan"), which had been
previously approved by the Company's Board of Directors (the "Board of
Directors"), subject to stockholder approval. The following paragraphs provide a
summary of certain terms of the 2020 Plan. The summary description of the 2020
Plan below is qualified in its entirety by reference to the actual terms of the
2020 Plan attached as Appendix A to Company's Definitive Proxy Statement on
Schedule 14A for the 2020 Annual Meeting, which was filed with the U.S.
Securities and Exchange Commission on April 27, 2020 (the "Proxy Statement").
The 2020 Plan is designed to promote the Company's success and enhance its value
by linking the individual interests of the members of the Board of Directors and
the Company's employees and consultants to those of the Company's stockholders
and by providing such individuals with an incentive for outstanding performance.
The 2020 Plan is further intended to provide the Company flexibility in its
ability to motivate, attract, and retain the services of members of the Board of
Directors, employees and consultants upon whose judgment, interest, and special
effort the successful conduct of the Company's operation is largely dependent.
The 2020 Plan provides for the grant of incentive stock options, nonqualified
stock options, stock appreciation rights, restricted stock units, restricted
stock, performance awards, dividend equivalents, stock payments, deferred stock
unit awards and deferred stock awards.
The number of shares authorized for issuance under the 2020 Plan consists of (i)
5,000,000 shares plus (ii) the number of shares that remain available for
issuance under the Company's 2011 Incentive Award Plan (the "2011 Plan") as of
the 2020 Plan's effective date divided by 3.5, the share deduction ratio in the
2011 Plan. Shares will be reduced from the 2020 Plan as follows: (i) to the
extent the Company grants an option or stock-settled, free-standing stock
appreciation right under the 2020 Plan, the number of shares that remain
available for future grants under the 2020 Plan will be reduced by a number
equal to one-quarter (0.25) times the number of shares subject to such option or
stock appreciation right and (ii) to the extent the Company grants a
share-denominated award, other than an option or stock appreciation right ("Full
Value Award") or settles a Full Value Award in shares, the number of shares that
remain available for future grants under the 2020 Plan will be reduced by a
number equal to one (1.0) times the number of shares subject to such Full Value
Award.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2020 , the Company held its virtual 2020 Annual Meeting. Represented
in person or by proxy at the 2020 Annual Meeting were 109,596,053 shares of the
Company's common stock, or 89.97% of its outstanding shares of common stock as
of the record date of the 2020 Annual Meeting. The proposals presented at the
2020 Annual Meeting are described in detail in the Company's Proxy Statement.
The vote results detailed below represent final results as certified by the
Inspector of Elections.
Proposal 1. Election of Directors.
The Company's stockholders elected the eight director nominees named in the
Proxy Statement to the Company's Board of Directors for a term expiring at
the 2021 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 97,527,477 5,837,354 131,023 6,100,199
Charles G. Berg 100,333,062 3,026,210 136,582 6,100,199
Barbara J. Desoer 98,140,236 5,224,481 131,137 6,100,199
Pascal Desroches 98,621,658 4,634,208 239,988 6,100,199
Paul J. Diaz 97,541,270 5,714,638 239,946 6,100,199
John M. Nehra 99,255,234 4,103,812 136,808 6,100,199
Javier J. Rodriguez 102,353,061 1,008,532 134,261 6,100,199
Phyllis R. Yale 101,685,463 1,680,804 129,587 6,100,199
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Proposal 2. Ratification of the appointment of the Company's independent
registered public accounting firm.
The Company's stockholders ratified the appointment of
For Against Abstain
106,312,142 3,191,622 92,289
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 76,522,628 26,829,560 143,666 6,100,199
Proposal 4. Approval of the 2020 Plan. The Company's stockholders approved the 2020 Plan. The voting results are as follows:
For Against Abstain Broker non-votes 54,643,155 48,799,007 53,692 6,100,199
Proposal 5. Stockholder proposal regarding political contributions disclosure. The Company's stockholders did not approve the stockholder proposal regarding political contributions disclosure. The voting results are as follows:
For Against Abstain Broker non-votes 33,333,026 69,146,615 1,016,213 6,100,199
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