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~~June 2614, 2022

____________

R1 RCM Inc.

(Exact Name of Registrant as Specified in Charter)

____________


Delaware	001-34746	02-0698101
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


434 W. Ascension Way			84123
6th Floor
Murray
Utah
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (312) 324-7820

(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))

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, par value $0.01 per share	RCM	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~May~~June 2614, 2022, R1the ~~RCM~~Human ~~Inc.~~Capital ~~(the~~Committee ~~“Company”)~~of ~~held~~the ~~its~~board ~~2022~~of ~~Annual~~directors ~~Meeting~~ of ~~Stockholders~~R1 RCM Inc. (the “~~Annual Meeting~~Company”). Atapproved ~~the~~new ~~Annual~~forms ~~Meeting,~~of ~~there~~award ~~were~~agreements ~~present,~~for ingrants ~~person or by proxy, 264,447,008 shares~~ of ~~the~~performance-based ~~Company’s~~restricted ~~common~~ stock ~~representing~~units at(the ~~least~~“PBRSUs”) afor ~~majority~~(i) of“standard” awards (the ~~Company’s~~“Standard ~~common~~PBRSU ~~stock~~Award ~~issued,~~Agreement”) ~~outstanding,~~ and ~~entitled~~(ii) to“pull-forward” ~~vote~~awards ~~thereat,~~(the ~~constituting~~“PBRSU aAward ~~quorum~~Agreement ~~for~~(Pull-forward)”) ~~all~~under ~~matters presented at~~ the ~~Annual~~R1 ~~Meeting~~RCM Inc. AtThird ~~the~~Amended ~~Annual~~and ~~Meeting,~~Restated ~~the~~2010 ~~Company’s~~Stock ~~stockholders~~Incentive ~~voted~~Plan on (the ~~following proposals, with the following results:~~“Plan”).

1PBRSUs granted pursuant to the Standard PBRSU Award Agreement, if any, will be subject to both a time-based vesting condition and a performance-based vesting condition. The ~~following~~time-based ~~nominees~~vesting ~~were~~condition ~~elected~~will be satisfied on the earlier of a date specified in the Standard PBRSU Award Agreement and the date of a qualifying change of control (the “Performance Measurement Date”), subject to the recipient not having ceased to perform services for the Company’s ~~board~~(other than in the case of ~~directors~~a Good Leaver Termination (as ~~directors~~defined ~~for~~in the Standard PBRSU Award Agreement)). The performance-based vesting condition will be satisfied based upon achievement by the Company of certain Cumulative Adjusted EBITDA, End-to-End RCM Agreement Growth, and Modular Sales Revenue targets, as such terms ~~ending~~are defined in the Standard PBRSU Award Agreement, measured at the ~~2023~~Performance ~~annual~~Measurement ~~meeting~~Date. The number of ~~stockholders:~~shares of the Company’s common stock earned will be based upon the level of achievement of the performance-based vesting condition, and may be below the target number of shares or above the target number of shares subject to the PBRSUs, depending on the levels of performance, with interpolation between the specified threshold and target, and target and maximum, levels of performance. If a recipient ceases to perform services for the Company for any reason (other than in the case of a Good Leaver Termination), all PBRSUs granted to such recipient that are unvested will be forfeited. In the case of a Good Leaver Termination that occurs before the Performance Measurement Date, provided that the recipient executes and does not revoke a general release of all employment and compensation related claims on such form of release provided by the Company, the time-based vesting condition will be deemed satisfied for a prorated number of PBRSUs based on the number of days in the Performance Period (as defined in the Standard PBRSU Award Agreement) from the grant date to the date of such Good Leaver Termination, with the performance-based vesting condition measured as of the Performance Measurement Date based on actual performance.

	For	Withheld	Broker Non-Votes
Agnes Bundy Scanlan	251,848,972	327,111	12,270,925
David M. Dill	249,961,526	2,214,557	12,270,925
Michael C. Feiner	245,899,672	6,276,411	12,270,925
Joseph Flanagan	250,921,447	1,254,636	12,270,925
John B. Henneman, III	246,649,388	5,526,695	12,270,925
Neal Moszkowski	238,474,137	13,701,946	12,270,925
Ian Sacks	241,704,818	10,471,265	12,270,925
Jill Smith	243,012,061	9,164,022	12,270,925
Anthony J. Speranzo	244,422,255	7,753,828	12,270,925
Anthony R. Tersigni	244,498,668	7,677,415	12,270,925
Albert R. Zimmerli	244,569,569	7,606,514	12,270,925

PBRSUs granted pursuant to the PBRSU Award Agreement (Pull-forward), if any, will be granted on substantially the same terms as under the Standard PBRSU Award Agreement, except that the time-based vesting condition will be satisfied in three equal installments on each of the Performance Measurement Date, the 12-month anniversary of the Performance Measurement Date, and the 24-month anniversary of the Performance Measurement Date (each, a “Time Vesting Date”), subject to the recipient not having ceased to perform services for the Company (other than in the case of a Good Leaver Termination (as defined in the PBRSU Award Agreement (Pull-forward))). In the case of a Good Leaver Termination that occurs before the last Time Vesting Date, provided that the recipient executes and does not revoke a general release of all employment and compensation related claims on such form of release provided by the Company, the time-based vesting condition will be deemed satisfied for a number of PBRSUs such that the cumulative number of PBRSUs for which the time-based condition has been satisfied is equal to a fraction, the numerator of which is the number of days from the grant date to the date of the Good Leaver Termination and the denominator of which is the number of days from the grant date to the last Time Vesting Date, with the performance-based vesting condition measured as of the Performance Measurement Date based on actual performance.

2. The ~~issuance~~foregoing ofdescription ~~shares~~is ofqualified ~~common~~in ~~stock~~its entirety by reference to the Plan, a copy of ~~Project~~which ~~Roadrunner~~was ~~Parent~~filed ~~Inc.~~as ~~(“New~~Exhibit ~~R1”)~~10.1 to ~~CoyCo~~the 1Company’s Current Report on Form 8-K on May 21, ~~L.P.~~2021 and ~~CoyCo~~is 2,incorporated ~~L.P.,~~by ~~pursuant~~reference toherein; the ~~terms~~form of ~~the~~Standard ~~Transaction~~PBRSU Award Agreement, ~~and~~a ~~Plan~~copy of ~~Merger,~~which ~~dated~~is filed as ofExhibit ~~January~~10.1 9,hereto ~~2022, by~~ and ~~among~~is ~~the~~incorporated ~~Company,~~by ~~New~~reference ~~R1,~~herein; ~~Project~~and ~~Roadrunner~~the ~~Merger~~form ~~Sub~~of ~~Inc.,~~PBRSU ~~Revint~~Award ~~Holdings,~~Agreement ~~LLC~~ (~~"Cloudmed"~~Pull-forward), ~~CoyCo~~a 1,copy ~~L.P.,~~of ~~CoyCo~~which ~~2.,~~is Lfiled as Exhibit 10.~~P.,~~2 hereto and ~~certain~~is ~~other~~incorporated ~~parties~~by ~~was~~reference ~~approved:~~herein.

For:			252,074,482
Against:			71,088
Abstain:			30,513
Broker Non-Votes:			12,270,925

Item 9.01 Financial Statements and Exhibits

3. The adoption of an amendment to the Company’s Restated Certificate of Incorporation to increase the Company’s authorized share capital from 500,000,000 shares to 750,000,000 shares of common stock was approved:


(d)	Exhibit Number	Description
	10.1	Form of Grant of Performance Based Restricted Stock Unit Awards under the R1 RCM Inc. Third Amended and Restated 2010 Stock Incentive Plan
	10.2	Form of Grant of Performance Based Restricted Stock Unit Awards (Pull-forward) under the R1 RCM Inc. Third Amended and Restated 2010 Stock Incentive Plan
	104	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

For:			263,174,164
Against:			1,214,934
Abstain:			57,910

As set forth in the Company’s Proxy Statement filed on April 22, 2022, the Company indicated its intention to treat Proposal 3 as a “non-routine” proposal. Under applicable New York Stock Exchange (“NYSE”) rules, brokers and other nominees do not have discretionary authority to vote for non-routine matters without receiving specific voting instructions from their customers. However, after the Annual Meeting, the Company learned that Proposal 3 had been tabulated as a “routine” matter, meaning that brokers were permitted to vote shares on such proposal without specific instructions despite the Company’s designation of such proposal as a non-routine matter. Accordingly, there are no “Broker Non-Votes” recorded for such proposal. Proposal 3 would have obtained the vote required for approval even if the 12,270,925 uninstructed broker votes with respect to such proposal had all been tabulated as votes “Against” such proposal.

4. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified:

For:			262,505,582
Against:			1,878,075
Abstain:			63,351

5. The proposal to approve the adjournment of the 2022 Annual Meeting to a later date, or dates, was not necessary because there were sufficient votes for the approval of all the other proposals submitted for vote at the 2022 Annual Meeting.

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.

						R1 RCM INC.
Date: June 2, 2022
Date: June 14, 2022
						By: /s/ Rachel Wilson
						Name: Rachel Wilson
						Title: Chief Financial Officer

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