Cano Health Files Final Voting Results of Annual Stockholders' 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 %) |
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
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
Media Contact
Kekst CNC
Anntal Silver / Nick Capuano
anntal.silver@kekstcnc.com / nicholas.capuano@kekstcnc.com
Investor Contact
Cano Health IR
investors@canohealth.com
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SOURCE Cano Health, Inc.
