|ENVISION HEALTHCARE CORP filed this Form 8-K on 10/31/2017|
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.