Performant Healthcare Files 8-K on Shareholder Votes

TL;DR

Performant Healthcare filed an 8-K for shareholder votes. Standard governance stuff.

AI Summary

Performant Healthcare, Inc. filed an 8-K on October 17, 2025, reporting on matters submitted to a vote of its security holders. The filing details the company's corporate structure, including its state of incorporation (Delaware) and fiscal year end (December 31). The report also provides contact information for the company's principal executive offices in Plantation, Florida.

Why It Matters

This filing indicates that Performant Healthcare is engaging in corporate governance activities requiring shareholder approval, which is a standard but important part of public company operations.

Risk Assessment

Risk Level: low — This is a routine corporate filing regarding shareholder votes and does not indicate any unusual financial or operational risks.

Key Numbers

• 001-35628 — SEC File Number (Identifies the company's filing history with the SEC.)
• 20-0484934 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Performant Healthcare, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• October 17, 2025 (date) — Date of earliest event reported
• 900 South Pine Island Road, Plantation, FL 33324 (address) — Principal executive offices

FAQ

Filing Documents

• ef20057251_8k.htm (8-K) — 40KB
• 0001140361-25-038477.txt ( ) — 168KB
• phlt-20251017.xsd (EX-101.SCH) — 4KB
• phlt-20251017_lab.xml (EX-101.LAB) — 21KB
• phlt-20251017_pre.xml (EX-101.PRE) — 16KB
• ef20057251_8k_htm.xml (XML) — 4KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. At a special meeting of stockholders of Performant Healthcare, Inc. (the "Company") held on October 17, 2025 (the "Special Meeting"), the Company's stockholders voted to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of July 31, 2025, by and among the Company, Continental Buyer, Inc., a Delaware corporation ("Parent"), and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent, as described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 10, 2025 and mailed to the Company's stockholders on or about September 10, 2025. At the Special Meeting, the Company's stockholders considered and voted on: (i) a proposal to adopt the Merger Agreement (the "Merger Proposal"); (ii) a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger (the "Compensation Proposal"); and (iii) a proposal to approve the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes virtually or by proxy to approve the Merger Proposal at the time of the Special Meeting (the "Adjournment Proposal"). As of the close of business on September 8, 2025, the record date for the Special Meeting, there were 80,440,418 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 56,608,013 shares of Com

Forward Looking Statements

Forward Looking Statements The Company's disclosure in this report may contain forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. These forward-looking statements are based on current expectations, estimates, assumptions, and projections that are subject to change and actual results may differ materially from the forward-looking statements. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed merger may not be completed in a timely manner or at all, which may adversely affect the Company's business and the price of the Company's common stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed merger, including the receipt of certain regulatory approvals; (iii) the failure to obtain stockholder approval; (iv) the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the Company to pay a termination fee; (v) the effect of the announcement or pendency of the proposed transaction on the Company's business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts the Company's current plans and operations; (vii) the Company's ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed transaction; (viii) risks related to diverting management's attention from the Company's ongoing business operations; (ix) unexpected costs, charges or expenses resulting from the pro

View Full Filing

View this 8-K filing on SEC EDGAR