UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report: March 17, 2017
Date of earliest event reported: March 14, 2017
___________

MAXIMUS, INC.
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction
of incorporation)

1-12997
(Commission
File Number)
54-1000588
(I.R.S. Employer
Identification No.)

1891 Metro Center Drive,
Reston, Virginia
(Address of principal executive offices)


20190-5207
(Zip Code)

Registrant’s telephone number, including area code: (703) 251-8500

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07    Submission of Matters to a Vote of Security Holders.

At our Annual Meeting of Shareholders held on March 14, 2017, 62,347,874 shares, or 96.20% of the Company’s outstanding common stock entitled to vote were represented in person or by proxy. Our shareholders voted as follows:
(a)
To elect Anne K. Altman as a Class I Director of the Company for a two-year term and to elect Russell. A. Beliveau, John J. Haley and Gayathri Rajan as Class II Directors of the Company for a three-year term.
Nominee
 
Total Votes For
 
Total Votes Against
 
Abstentions
Anne K. Altman
 
59,402,547
 
329,898
 
64,419
Russell A. Beliveau
 
58,708,370
 
1,028,695
 
59,799
John J. Haley
 
58,836,772
 
900,192
 
59,900
Gayathri Rajan
 
59,406,059
 
330,931
 
59,874

Paul R. Lederer, Richard A. Montoni, Peter B. Pond, Raymond B. Ruddy and Wellington E. Webb continued their terms in office after the meeting.
(b)
To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and any related material contained in the Company’s Proxy Statement (“Say-on-Pay”).
Total Votes For
 
52,729,029
Total Votes Against
 
6,994,841
Abstentions
 
72,994

(c)
To approve, on an advisory basis, whether future Say-on-Pay votes will occur every one, two or three years.
One Year
 
52,803,574
Two Years
 
10,420
Three Years
 
6,917,120
Abstentions
 
65,750

(d)
To approve the Company’s Annual Management Bonus Plan which is intended to satisfy the tax deduction requirements of Internal Revenue Code Section 162(m).
Total Votes For
 
57,809,292
Total Votes Against
 
1,799,540
Abstentions
 
188,032





(e)
To approve the Company’s 2017 Equity Incentive Plan and, in order to satisfy Internal Revenue Code Section 162(m), the performance goals thereunder.
Total Votes For
 
53,422,787
Total Votes Against
 
6,242,525
Abstentions
 
131,552

(f)
To ratify the appointment of Ernst & Young LLP as our independent public accountants for our 2017 fiscal year.
Total Votes For
 
60,585,196
Total Votes Against
 
1,706,412
Abstentions
 
56,266
 

 








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
MAXIMUS, Inc.
 
 
 
 
Date:    March 17, 2017
 
By:
/s/ David R. Francis
 
 
 
David R. Francis
 
 
 
General Counsel and Secretary