Envision Healthcare
EVHC
Delayed Nyse - 11/17 10:04:07 pm
29.05USD
-0.68%

ENVISION HEALTHCARE CORP : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

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10/31/2017 | 09:40 pm

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.



On October 27, 2017, Ronald A. Williams, then a member of the Board of Directors
(the "Board") of Envision Healthcare Corporation (the "Company"), notified the
Company of his decision to resign from the Board and its compensation and
nominating and corporate governance committees, effective immediately. Mr.
Williams
stated that he made his decision to resign from the Board in order to
focus on his role as an Operating Advisor at a private equity firm. Mr.
Williams'
resignation did not result from any disagreement with the Company, and
prior to his resignation, Mr. Williams supported the Board's previously
announced decision to initiate a full review of strategic alternatives. Mr.
Williams
, a Class I director, had been elected to serve a term expiring at the
Company's 2020 annual meeting of stockholders.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.



Mr. Williams' resignation from the Board reduced the number of directors
currently serving on the Board to twelve. On October 31, 2017, the Board
approved an amendment to the Amended and Restated By-Laws of the Company (the
"Bylaws"), pursuant to which the definition of the Entire Board of Directors in
the Bylaws was changed to twelve directors. The amendment also provides that the
size and composition of the Board may be further altered in the future by vote
of a majority of the Entire Board of Directors.



The foregoing description of the changes to the Bylaws above is qualified in its
entirety by the Second Amended and Restated By-laws of the Company filed
herewith as Exhibit 3.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.




(d) Exhibits
Exhibit No. Description of Exhibit
Second Amended and Restated By-laws of Envision Healthcare Corporation
3.1 (as of October 31, 2017).






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