UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~March~~April 2810, 2017

VCA ~~INC~~Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-16783	95-4097995
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

12401 West Olympic Boulevard

Los Angeles, California 90064~~-1022~~

(Address of ~~Principal~~principal ~~Executive Offices, Zip Code)~~

~~(310~~executive offices) ~~571-6500~~(Zip Code)

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code)~~code: 310-571-6500

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 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

As previously reported, on January 7, 2017, VCA Inc., a Delaware corporation (the “Company”) ~~held~~, aentered ~~special~~into ~~meeting~~an ofAgreement ~~its~~and ~~stockholders~~Plan onof ~~March 28,~~Merger ~~2017~~ (the “~~Special~~Merger ~~Meeting~~Agreement”) with MMI Holdings, Inc., ~~Approximately~~a 60Delaware corporation (“Acquiror”),~~806~~ Venice Merger Sub Inc.,~~067~~ a Delaware corporation and wholly owned subsidiary of Acquiror (“Venice Merger Sub”), and, solely for purposes of Section ~~shares~~9.15 of the ~~Company’s~~Merger ~~common~~Agreement, ~~stock~~Mars, ~~issued~~Incorporated, ~~and~~a ~~outstanding~~Delaware ascorporation of(“Mars”), providing for the ~~close~~merger of ~~business~~Venice onMerger ~~February~~Sub with and into the 10Company, ~~2017~~with the Company continuing as the surviving corporation and a wholly owned subsidiary of Acquiror (the “~~record date~~Merger”). ~~were~~Under ~~present~~the interms ~~person~~of orthe ~~represented~~Merger byAgreement, ~~proxy~~the atMerger cannot be completed until the ~~Special~~applicable ~~Meeting,~~waiting ~~representing~~period ~~approximately~~under the ~~74.5%~~Hart-Scott-Rodino ofAntitrust ~~such~~Improvements ~~shares~~Act of 1976, ~~which~~as ~~constituted~~amended a(the ~~quorum.~~“HSR ~~The~~Act”), ~~matters~~has ~~submitted~~expired toor abeen ~~vote~~terminated ofand the ~~Company’s~~ ~~stockholders~~other ~~and~~closing conditions under the ~~certified~~Merger ~~results~~Agreement ~~are~~have asbeen ~~follows:~~satisfied or waived.

1. The ~~Merger.~~Company ~~The~~and ~~proposal~~Mars tohave ~~approve~~filed their respective notification and report forms with the ~~adoption~~ Antitrust Division of the ~~Agreement~~U.S. Department of Justice and ~~Plan~~the ofFederal Trade ~~Merger~~Commission (the “~~Merger Agreement~~FTC”),. ~~dated~~On ~~as of January~~April 710, 2017, bythe Company and ~~among~~Mars received a request from the ~~Company,~~FTC ~~MMI~~for ~~Holdings,~~additional ~~Inc.,~~information aand ~~Delaware~~documentary ~~corporation~~materials (the “~~Acquiror~~Second Request”),. ~~Venice~~The ~~Merger~~Second ~~Sub Inc.,~~Request is a ~~Delaware~~standard ~~corporation~~part ~~and~~of ~~direct~~the regulatory orprocess ~~indirect~~in ~~wholly~~connection ~~owned~~with ~~subsidiary~~the ofFTC’s ~~Acquiror,~~review. ~~and,~~The ~~solely~~Second ~~for~~Request ~~purposes~~extends ofthe ~~Section 9.15~~waiting ofperiod under the ~~Merger~~HSR ~~Agreement,~~Act ~~Mars,~~until ~~Incorporated,~~30 adays ~~Delaware~~after ~~corporation,~~the ~~was~~date ~~approved~~that bythe Company and Mars certify substantial compliance with the ~~affirmative~~Second ~~vote~~Request, ofunless the ~~approximately~~waiting ~~74%~~period ofis ~~the~~extended ~~shares~~voluntarily ofby the ~~Company’s~~parties ~~common~~or ~~stock~~terminated ~~issued~~earlier ~~and~~by ~~outstanding~~the asFTC. ofThe Company continues to anticipate that the ~~close~~Merger ofwill ~~business~~be oncompleted in the ~~record~~third ~~date,~~quarter asof ~~follows:~~2017.

For		Against		Abstain
60,572,339		29,409		204,319

Forward-Looking Statements

~~2. Advisory~~This ~~(Non~~report contains forward-~~Binding)~~looking ~~Vote~~statements onwithin ~~Executive~~the meaning of the securities laws with respect to the proposed transaction between the Company, Mars and certain subsidiaries of Mars. The Company has included herein statements that constitute forward-looking ~~Compensation~~statements within the meaning of the Private Securities Litigation Reform Act of 1995. The ~~proposal~~Company togenerally ~~approve~~identifies forward-looking statements in this report using words like “believe,” on“intend,” an“expect,” “estimate,” ~~advisory~~“may,” ~~(non-binding)~~“plan,” ~~basis~~“should,” ~~specified~~“could,” ~~compensation~~“forecast,” ~~that~~“looking ahead,” “possible,” “will,” “project,” “contemplate,” “anticipate,” “predict,” “potential,” “continue,” or similar expressions. You may ~~become~~find ~~payable~~some toof these statements below and elsewhere in this report. These forward-looking statements are not historical facts and are inherently uncertain and outside of the Company’s ~~principal~~control. ~~executive~~Any ~~officer~~or all of the Company’s forward-looking statements in this report may turn out to be incorrect. They can be affected by inaccurate assumptions the Company might make, ~~principal~~or ~~financial~~by known ~~officer~~or unknown risks and ~~three~~ ~~other~~uncertainties. ~~most~~Many ~~highly~~factors ~~compensated~~mentioned ~~executive~~in ~~officers~~the Company’s discussion in ~~connection~~this ~~with~~report will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Many factors could cause actual future events to differ materially from the ~~merger~~forward-looking statements in this report, ~~was~~including but not ~~approved~~limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, ~~with~~which ~~approximately~~may ~~69%~~adversely ofaffect the ~~votes~~Company’s ~~cast~~business ~~against~~and bythe price of the ~~stockholders~~common ~~present~~stock inof ~~person~~the Company; (ii) the failure to satisfy or ~~represented~~obtain bywaivers ~~proxy~~of atthe conditions to the ~~Special~~consummation ~~Meeting~~of ~~and~~the proposed transaction, ~~entitled~~including the receipt of certain governmental and regulatory approvals; (iii) the occurrence of any event, change or other circumstances that could give rise to ~~vote~~the termination of the Merger Agreement; (iv) the effect of the announcement or pendency of the proposed transaction on the ~~proposal~~Company’s atbusiness relationships, operating results and business generally; (v) risks that the ~~Special~~proposed ~~Meeting~~transaction disrupts current plans and operations of the Company, including the risk of adverse reactions or changes to business relationships with customers, suppliers and other business partners of the Company; (vi) potential difficulties in the hiring or retention of employees of the Company as ~~follows:~~a result of the proposed transaction; (vii) risks related to diverting management’s attention from the Company’s ongoing business

For		Against		Abstain
18,483,568		41,983,758		338,741

operations; (viii) potential litigation relating to the Merger Agreement or the proposed transaction; (ix) unexpected costs, charges or expenses resulting from the proposed transaction; (x) competitive responses to the proposed transaction; and (xi) legislative, regulatory and economic developments. The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect the Company’s financial and operating results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2017, and the Company’s more recent reports filed with the SEC. The Company can give no assurance that the conditions to the proposed transaction will be satisfied, or that it will close within the anticipated time period. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which statements were made. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

3. Vote on Adjournment. The proposal to approve the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve the adoption of the Merger Agreement (the “Adjournment Proposal”), was approved by the affirmative vote of approximately 94% of the shares of the Company’s common stock present in person or represented by proxy at the Special Meeting, as follows:

For		Against		Abstain
56,920,488		3,633,272		252,307

With respect to the Adjournment Proposal, although the Adjournment Proposal received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

Consummation of the merger is subject to the satisfaction of certain remaining customary closing conditions, including, without limitation, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as set forth in the Merger Agreement and discussed in detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on February 15, 2017, which is available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on January 9, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the ~~undersigned~~ undersigned hereunto duly authorized.


VCA INC.

By:		/s/ Tomas W. Fuller
Name:		Tomas W. Fuller
Title:		Chief Financial Officer, Vice President, and Secretary

3Date: April 10, 2017

March 28, 2017

/s/ Tomas W. Fuller

By: Tomas W. Fuller

Its: Chief Financial Officer

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