Form 8-K - Current report

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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): December 5, 2024

INNOVAGE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware			001-40159			81-0710819
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
8950 E. Lowry Boulevard Denver, CO						80230
(Address of principal executive offices)						(Zip Code)

[phone]

(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value			INNV			The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

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 x

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. o

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

On December 5, 2024, InnovAge Holding Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on October 11, 2024, the record date for the Annual Meeting, the Company had 135,496,056 shares of common stock outstanding. The holders of 129,626,580 shares of the Company’s common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.

Proposal No. 1: Election of directors.

The Company’s stockholders elected the following nominees to serve as Class I directors for a term expiring at the Company’s annual meeting of stockholders to be held in 2027 and until their successors are duly elected and qualified.

																		Broker Non-
Nominee						For						Withheld						Votes
Andrew Cavanna						119,598,113						8,502,205						1,526,262
Thomas Scully						119,603,656						8,496,662						1,526,262
Marilyn Tavenner						127,964,720						135,598						1,526,262

Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.

For						Against						Abstentions
129,619,436						6,243						901

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 was ratified.

Proposal No. 3: Approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers as permitted by Delaware law.

The amendment to the Company’s Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers as permitted by Delaware law was approved.

																		Broker Non-
For						Against						Abstentions						Votes
120,691,750						7,408,347						221						1,526,262

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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.

			INNOVAGE HOLDING CORP.
Date: December 6, 2024			By:			/s/ Benjamin C. Adams
			Name:			Benjamin C. Adams
			Title:			Chief Financial Officer

Cover	Dec. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2024
Entity Registrant Name	INNOVAGE HOLDING CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40159
Entity Tax Identification Number	81-0710819
Entity Address, Address Line One	8950 E. Lowry Boulevard
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80230
City Area Code	844
Local Phone Number	803-8745
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	INNV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001834376

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