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 26, 2016

HEALTHWAYS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
000-19364
 
62-1117144
(State or other jurisdiction of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

701 Cool Springs Boulevard
Franklin, Tennessee
 
 
37067
(Address of principal executive offices)
 
(Zip Code)

(615) 614-4929
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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 communications 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.
 
(a) The Annual Meeting was held on May 26, 2016, at which a total of 32,224,908 shares of the Company's common stock, out of a total of 36,137,666 shares of the Company's common stock outstanding and entitled to vote, were present in person or represented by proxies.
 
 
(b) The following proposals were voted upon at the Annual Meeting:

 
(i)
To elect Mary Jane England, M.D., Archelle Georgiou, M.D., Robert J. Greczyn, Jr., Peter A. Hudson, M.D., Bradley S. Karro, Paul H. Keckley, Ph.D., Conan J. Laughlin, Lee A. Shapiro, Donato J. Tramuto and Kevin G. Wills as directors of the Company. The results of the election of the above-mentioned nominees were as follows:

 
 
For
 
Against
 
Abstain from Voting
 
Broker Non-Votes
Mary Jane England, M.D.
 
28,019,882
 
1,080,849
 
2,014
 
3,122,163
Archelle Georgiou, M.D.
  
28,953,957
  
146,624
  
2,164
  
3,122,163
Robert J. Greczyn, Jr.
 
28,886,561
 
212,466
 
3,718
 
3,122,163
Peter A. Hudson, M.D.
  
28,953,690
  
146,774
  
2,281
  
3,122,163
Bradley S. Karro
 
28,010,055
 
1,089,072
 
3,618
 
3,122,163
Paul H. Keckley, Ph.D.
 
28,797,690
 
301,336
 
3,719
 
3,122,163
Conan J. Laughlin
 
28,336,234
 
764,146
 
2,365
 
3,122,163
Lee A. Shapiro
 
28,952,638
 
147,492
 
2,615
 
3,122,163
Donato J. Tramuto
 
28,855,054
 
221,536
 
26,155
 
3,122,163
Kevin G. Wills
 
28,740,015
 
360,049
 
2,681
 
3,122,163


 
(ii)
To consider and act upon non-binding, advisory vote to approve compensation of the Company's named executive officers. The voting results were as follows:

For
 
Against
 
Abstain from Voting
 
Broker Non-Votes
21,804,986
 
7,292,578
 
5,181
 
3,122,163

 
(iii)
To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016. The voting results were as follows:

For
 
Against
 
Abstain from Voting
 
Broker Non-Votes
32,180,330
 
37,178
 
7,400
 
N/A


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.
 
HEALTHWAYS, INC.
 
 
 
 
 
By:
/s/ Alfred Lumsdaine
 
 
Alfred Lumsdaine
Chief Financial Officer
 
 
  
 
Date:  May 26, 2016