Performant Healthcare Inc.

10/17/2025 | Press release | Distributed by Public on 10/17/2025 14:15

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders of Performant Healthcare, Inc. (the "Company") held on October 17, 2025 (the "Special Meeting"), the Company's stockholders voted to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of July 31, 2025, by and among the Company, Continental Buyer, Inc., a Delaware corporation ("Parent"), and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent, as described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 10, 2025 and mailed to the Company's stockholders on or about September 10, 2025.

At the Special Meeting, the Company's stockholders considered and voted on: (i) a proposal to adopt the Merger Agreement (the "Merger Proposal"); (ii) a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger (the "Compensation Proposal"); and (iii) a proposal to approve the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes virtually or by proxy to approve the Merger Proposal at the time of the Special Meeting (the "Adjournment Proposal").

As of the close of business on September 8, 2025, the record date for the Special Meeting, there were 80,440,418 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 56,608,013 shares of Common Stock, representing 70.37% of the shares of Common Stock entitled to vote at the Special Meeting, were represented virtually or by proxy, constituting a quorum.

The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Special Meeting is as follows:

Proposal No. 1 - Merger Proposal

The following votes were cast at the Special Meeting (virtually or by proxy), and based on the results from the Inspector of Election, the Merger Proposal was approved by the requisite votes of the Company's stockholders:

For
Against
Abstain
Broker Non-Votes
56,441,561
4,646
161,806
0

Proposal No. 2 - The Compensation Proposal

The following votes were cast at the Special Meeting (virtually or by proxy), and based on the results from the Inspector of Election, the Compensation Proposal was approved by the requisite vote of the Company's stockholders:

For
Against
Abstain
Broker Non-Votes
33,172,875
22,740,424
694,714
0

Proposal No. 3 - The Adjournment Proposal

The following votes were cast at the Special Meeting (virtually or by proxy), and based on the results from the Inspector of Election, the Adjournment Proposal was approved by the requisite vote of the Company's stockholders:

For
Against
Abstain
Broker Non-Votes
55,438,023
541,702
628,288
0

Performant Healthcare Inc. published this content on October 17, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 17, 2025 at 20:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]