Current Report Filing (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)

June 5, 2019 (June 5, 2019)

Diversicare Healthcare Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12996	62-1559667
(State or other jurisdiction of incorporation)	(Commission File Number)	(Employer Identification Number)

1621 Galleria Boulevard, Brentwood, TN 37027

(Address of Principal Executive Offices) (Zip Code)

[phone]

(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 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

			Emerging growth company		¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.					¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	DVCR	The Nasdaq Capital Market

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

(a)    The Company’s annual meeting of shareholders was held on June 5, 2019 at the Company’s corporate offices. As of the record date, there were a total of 6,682,260 shares of Common Stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 6,269,727 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present.

(b)     Set forth below are the matters acted upon by the Company’s shareholders at the annual meeting and the final voting results on each such matter.

(1) The nominees named below were elected to serve as members of the Board of Directors of the Company for a one-year term until the 2020 annual meeting of shareholders and until their successors are duly elected and qualified, and the voting results were as follows:

Nominee		Votes For		Withheld		Broker Non-Votes
Robert Z. Hensley		3,194,988		675,809		2,398,930
James R. McKnight, Jr.		3,201,119		669,678		2,398,930
Robert A. McCabe, Jr.		3,180,401		690,396		2,398,930
Chad A. McCurdy		2,943,951		926,846		2,398,930
Richard M. Brame		3,184,247		686,550		2,398,930
Leslie K. Morgan		3,201,119		669,678		2,398,930
Ben R. Leedle, Jr.		2,919,091		951,706		2,398,930

(2)    The compensation paid to the Company’s named executive officers was approved with the following voting results:

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,032,259		817,077		21,461		2,398,930

(3)    The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified, and the voting results were as follows:         

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,092,494		170,235		6,998		—

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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.

DIVERSICARE HEALTHCARE SERVICES, INC.

By:     /s/ Kerry D. Massey

Kerry D. Massey

Chief Financial Officer

Date:    June 5, 2019