MIAMI, June 22,
2023 /PRNewswire/ -- Cano Health, Inc. ("Cano Health"
or the "Company"), a leading value-based primary care provider and
population health company, today filed with the SEC final voting
results from its Annual Stockholders' Meeting held on June 15, 2023. An aggregate of 457,462,704
shares—or 85.3% of the Company's Class A and Class B common stock
outstanding as of the record date for the meeting—were represented
in person or by proxy at the meeting.
Cano Health's Board of Directors issued the following statement:
"As previously stated, we are well aware of the significant
withhold vote and we take seriously the feedback we have received
from, and our duty to, our stockholders. Cano Health's
differentiated model has produced an enviable track record of
quality care while lowering costs, and we are confident that by
running the business more effectively, with clarity and disciplined
oversight, we can deliver the increased value our stockholders
expect and deserve—greater value than can be delivered through a
near-term sale as the former directors have been pushing. We will
continue taking decisive actions to realize the full potential of
Cano Health's platform and we expect our newly appointed interim
CEO, Mark Kent, will intensify the
organization's focus on improving efficiency, increasing cash flow,
and delivering profitable growth for the benefit of all
stockholders. In addition, we have a search underway to identify
additional independent directors to add to our Board. We look
forward to continuing to actively engage with our stockholders over
the coming months to share further details of our operating plan
and demonstrate continued progress quarter by quarter.
"We note that our 2022 executive compensation program, which
clearly aligns our executives' compensation with both our
performance and our executive retention objectives, received
support from both leading proxy advisory firms. Unfortunately, we
believe the vote on this proposal, too, was heavily influenced by
the misrepresentations of the former directors and we look forward
to further communicating with our stockholders on this specific
topic."
The two director nominees were re-elected to serve on the
Company's Board for a three-year term:
Director
Nominees
|
Votes
For
|
Votes
Withheld
|
Dr. Alan
Muney
|
73,377,927
(16 %)
|
379,088,989
(84 %)
|
Kim M.
Rivera
|
79,936,665
(18 %)
|
372,530,251
(82 %)
|
Despite the support from both of the leading proxy advisory
firms for the pay-for-performance attributes of the Company's 2022
executive compensation program, the Company's stockholders did not
approve the non-binding, advisory vote on this item:
Votes
For
|
120,520,092
(27 %)
|
Votes
Against
|
329,669,028
(73 %)
|
The Company's stockholders did not approve the reverse stock
split:
Votes
For
|
126,937,336
(28 %)
|
Votes
Against
|
328,015,720
(72 %)
|
The Company's stockholders approved the ratification of the
Audit Committee's appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for
2023:
Votes
For
|
413,349,160
(90 %)
|
Votes
Against
|
20,206,485
(4 %)
|
About Cano Health
Cano Health (NYSE: CANO) is a high-touch, technology-powered
healthcare company delivering personalized, value-based primary
care to approximately 390,000 members. With its headquarters in
Miami, Florida, Cano Health is
transforming healthcare by delivering primary care that measurably
improves the health, wellness, and quality of life of its patients
and the communities it serves. Founded in 2009, Cano Health has
more than 4,000 employees, and operates primary care medical
centers and supports affiliated providers in nine states and
Puerto Rico. For more information,
visit canohealth.com or investors.canohealth.com.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements relate to future events and
involve known and unknown risks, uncertainties and other factors
which are, in some cases, beyond our control and could materially
affect actual results, performance or achievements. These
forward-looking statements generally can be identified by phrases
such as "will," "expects," "anticipates," "foresees," "forecasts,"
"estimates" or other words or phrases of similar import, including,
without limitation, (i) our confidence that by running the business
more effectively, with clarity and disciplined oversight, we can
deliver increased value; (ii) our plans and expectations to realize
the full potential of Cano Health's platform; (iii) our plans and
expectations to intensify the Company's focus on improving
efficiency, increasing cash flow, and delivering profitable growth;
and (iv) our plans to demonstrate continued progress
quarter-by-quarter. These forward-looking statements are based on
information available to us at the time of this release and our
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. We derive many of our
forward-looking statements from our operating budgets and
forecasts, which are based on many detailed assumptions. While we
believe that our assumptions are reasonable, we caution that it is
very difficult to predict the impact of known or unknown factors,
and it is impossible for us to anticipate all factors that could
affect our actual results. It is uncertain whether any of the
events anticipated by our forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on our
results of operations and financial condition. Important risks and
uncertainties that could cause our actual results and financial
condition to differ materially from those indicated in our
forward-looking statements include, among others, changes in market
or industry conditions, changes in the regulatory environment,
competitive conditions, and/or consumer receptivity to our
services; changes in our strategy, future operations, prospects and
plans; developments and uncertainties related to the Direct
Contracting Entity program; our ability to realize expected
financial results, including with respect to patient membership,
total revenue and earnings; our ability to predict and control our
medical cost ratio; our ability to grow market share in existing
markets and continue our growth; our ability to integrate our
acquisitions and achieve desired synergies; our ability to maintain
our relationships with health plans and other key payors; our
future capital requirements and sources and uses of cash, including
funds to satisfy our liquidity needs; our ability to attract and
retain members of management and our Board of Directors; and/or our
ability to recruit and retain qualified team members and
independent physicians.
Actual results may also differ materially from such
forward-looking statements for a number of other reasons, including
those set forth in our filings with the SEC, including, without
limitation, the risk factors identified in our Annual Report on
Form 10-K for the fiscal year ended December
31, 2022, filed with the SEC on March
15, 2023, as amended by our Annual Report on Form 10-K/A,
filed with the SEC on April 7, 2023
(the "2022 Form 10-K"), as well as our Quarterly Reports on Form
10-Q and Current Reports on Form 8-K that we have filed or expect
to file with the SEC during 2023 (which may be viewed on the SEC's
website at http://www.sec.gov or on our website at
http://www.investors.canohealth.com/ir-home), as well as reasons
including, without limitation, delays or difficulties in, and/or
unexpected or less than anticipated results from our efforts to:
(i) run the business more effectively, such as due to higher
interest rates, a broad recessionary economic environment, higher
than expected costs and/or greater than anticipated competitive
factors; (ii) improving Cano Health's efficiency, cash flows, and
profitable growth, such as due to lower than expected revenues,
lower than expected patient utilization rates and/or higher than
expected operating costs; (iii) realize Cano Health's full
potential, such as due to less than anticipated sources of
liquidity and/or tightness in the credit markets and/or M&A
markets; and/or (iv) demonstrate continued progress
quarter-by-quarter, such as due to one or more the foregoing
factors. For a detailed discussion of the risks and uncertainties
that could cause our actual results to differ materially from those
expressed or implied by the forward-looking statements, please
refer to our risk factor disclosure included in our filings with
the SEC, including, without limitation, our 2022 Form 10-K.
Investors should evaluate all forward-looking statements made in
this release in the context of these risks and uncertainties.
Factors other than those listed above could also cause our results
to differ materially from expected results. Forward-looking
statements speak only as of the date they are made and, except as
required by law, we undertake no obligation or duty to publicly
update or revise any forward-looking statement, whether to reflect
actual results of operations; changes in financial condition;
changes in general U.S. or international economic, industry
conditions; changes in estimates, expectations or assumptions; or
other circumstances, conditions, developments or events arising
after the issuance of this release. Additionally, the business and
financial materials and any other statement or disclosure on or
made available through our websites or other websites referenced
herein shall not be incorporated by reference into this
release.
Media Contact
Kekst CNC
Anntal Silver / Nick Capuano
anntal.silver@kekstcnc.com / nicholas.capuano@kekstcnc.com
Investor Contact
Cano Health IR
investors@canohealth.com
View original
content:https://www.prnewswire.com/news-releases/cano-health-files-final-voting-results-of-annual-stockholders-meeting-301857576.html
SOURCE Cano Health, Inc.