8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 5, 2016

HealthSouth Corporation
(Exact name of Registrant as specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-10315
63-0860407
(Commission File Number)
(IRS Employer Identification No.)
 
 
3660 Grandview Parkway, Suite 200, Birmingham, Alabama 35243
(Address of Principal Executive Offices, Including Zip Code)
(205) 967-7116
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 5, 2016, HealthSouth Corporation (the "Company") held its 2016 annual meeting of stockholders (the "Annual Meeting") at the corporate headquarters in Birmingham, Alabama. At the Annual Meeting, the stockholders of the Company voted on the following proposals:
1.
election of all ten persons nominated by the Company's board of directors;
2.
ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm;
3.
approval of the compensation of the Company's named executive officers, as disclosed in the proxy statement filed on April 5, 2016 pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and
4.
approval of the 2016 Omnibus Performance Incentive Plan.
As of the record date for the Annual Meeting, there were 90,191,586 shares of the Company's common stock issued and outstanding. Each share of common stock was entitled to one vote on each matter properly brought before the Annual Meeting. The common stock voted together as a class. Votes representing 95.8% of the combined voting power of the common stock were present in person or represented by proxy at the Annual Meeting.
The final voting results for the Annual Meeting were as follows:
•
Proposal 1, election of directors, each of the nominees was elected:
Name of Nominee
Votes For
Votes Withheld
Votes Abstained
John W. Chidsey
80,042,291
57,826
N/A
Donald L. Correll
80,041,233
58,884
N/A
Yvonne M. Curl
79,237,148
862,969
N/A
Charles M. Elson
79,239,149
860,968
N/A
Jay Grinney
79,857,034
243,083
N/A
Joan E. Herman
79,845,779
254,338
N/A
Leo I. Higdon, Jr.
79,792,305
307,812
N/A
Leslye G. Katz
80,038,879
61,238
N/A
John E. Maupin, Jr.
79,756,763
343,354
N/A
L. Edward Shaw, Jr.
80,038,302
61,815
N/A

•
Proposal 2, ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm, passed:
Votes For
Votes Against
Votes Abstained
85,831,500
540,669
73,173
•
Proposal 3, approval of the compensation of the Company's named executive officers, passed:
Votes For
Votes Against
Votes Abstained
78,531,436
1,518,978
49,703
•
Proposal 4, approval of the 2016 Omnibus Performance Incentive Plan, passed:
Votes For
Votes Against
Votes Abstained
71,082,130
8,964,712
53,275

Proposals 1, 3, and 4 each received 6,345,225 broker non-votes. There were no broker non-votes on Proposal 2.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 HEALTHSOUTH CORPORATION
 
 
 
By:
/S/   Patrick Darby
 
Name:
Patrick Darby
 
Title:
Executive Vice President, General Counsel
and Corporate Secretary

Dated: May 6, 2016