Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on September 9, 2020, MEDNAX, Inc., a Florida corporation (the "Company"), through MEDNAX Services, Inc., a Florida corporation and wholly owned subsidiary of the Company ("MEDNAX Services"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Radiology Partners, Inc., a Delaware corporation ("Radiology Partners"), pursuant to which Radiology Partners will acquire all of the outstanding equity interests (the "Transaction") of Redwood Radiology, LLC, a Delaware limited liability company and wholly owned subsidiary of MEDNAX Services, which owns the Company's radiology and teleradiology medical group, MEDNAX Radiology Solutions.

Pursuant to the terms and conditions of the Purchase Agreement, at the closing of the Transaction, MEDNAX Services will receive a cash payment of $885 million, subject to certain cash, minimum net working capital, indebtedness and other adjustments. The Transaction is subject to customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) subject to certain exceptions, the accuracy of the representations and warranties of each party under the Purchase Agreement, and (iii) performance by each party in all material respects with its obligations to be performed on or prior to the closing date under the Purchase Agreement, and, subject thereto, is expected to close during the fourth quarter of 2020. Subject to certain exceptions, in the event of a termination of the Purchase Agreement (i) by MEDNAX Services as a result of Radiology Partners' (a) uncured material breach that would result in the failure of closing conditions to be satisfied or (b) failure to consummate the Transaction after all closing conditions have been satisfied during which time MEDNAX Services stood ready to close, or (ii) by either party if (a) the Transaction is not consummated on or before March 8, 2021, subject to extension until September 8, 2021 if certain closing conditions under the Purchase Agreement have not been satisfied, or (b) a governmental authority implements a final order prohibiting the Transaction under antitrust laws, Radiology Partners will be required to pay MEDNAX Services a cash termination fee of $40 million, or $45 million in the event that Radiology Partners' failure to consummate the Transaction is due to the failure of a specified equityholder to fund an equity commitment.

The Purchase Agreement contains customary representations, warranties, covenants, including restrictive covenants, and limited indemnification provisions, including with respect to medical malpractice claims of the Company's vRad teleradiology business, as well as customary tax matters and representation and warranty and covenant breaches. The Company has agreed to provide certain transition services to Radiology Partners after the closing of the Transaction pursuant to a separate transition services agreement.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

The Purchase Agreement has been included to provide the Company's shareholders with information regarding its terms. It is not intended to provide any other information about the Company, MEDNAX Radiology Solutions, or Radiology Partners or their respective subsidiaries and affiliates. The Purchase Agreement contains representations, warranties and covenants by each of MEDNAX Services and Radiology Partners. These representations, warranties and covenants were made solely for the benefit of the parties to the Purchase Agreement and (i) may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, (ii) may have been qualified in the Purchase Agreement by confidential disclosure schedules that were delivered by and between the parties in connection with the signing of the Purchase Agreement, which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Purchase Agreement, (iii) may be subject to a contractual standard of materiality applicable to the parties that differs from what a shareholder may view as material and (iv) may have been made only as of the date of the Purchase Agreement or as of another date or dates as may be specified in the Purchase Agreement, and information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures, if at all. Accordingly, shareholders should not rely upon representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, MEDNAX Radiology Solutions, or Radiology Partners or their respective subsidiaries and affiliates.

Certain statements and information in this Current Report on Form 8-K may be deemed to contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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 may include, but are not limited to, statements relating to the Company's objectives, plans and strategies, and all statements, other than statements of historical facts, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions, and are based on assumptions and assessments made by the Company's management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements in this Current Report on Form 8-K are made as of the date hereof, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments, and business decisions to differ materially from forward-looking statements are described in the Company's most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, including the sections entitled "Risk Factors", as well the Company's current reports on Form 8-K, filed with the Securities and Exchange Commission (the "Commission"), and include the impact of the COVID-19 outbreak on the Company and its financial condition and results of operations; the effects of economic conditions on the Company's business; the effects of the Affordable Care Act and potential changes thereto or a repeal thereof; the Company's relationships with government-sponsored or funded healthcare programs, including Medicare and Medicaid, and with managed care organizations and commercial health insurance payors; the Company's ability to consummate the Transaction; the timing and contribution of future acquisitions; the effects of share repurchases; and the effects of the Company's transformation and restructuring initiatives.


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

On September 9, 2020, the Company held its 2020 Annual Shareholders' Meeting (the "Annual Meeting"). Of the 85,534,188 shares of common stock outstanding and entitled to vote, 77,219,763 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1: All of the Board's nominees for Director were elected to serve until the Company's 2021 Annual Shareholders' Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:





                                                     Broker
         Name                For        Withheld    Non-Vote
Karey D. Barker           72,886,040    819,669     3,514,054
Waldemar A. Carlo, M.D.   54,655,186   19,050,523   3,514,054
Paul G. Gabos             71,969,908   1,735,801    3,514,054
Manuel Kadre              54,127,932   19,577,777   3,514,054
Thomas A. McEachin        73,247,372    458,337     3,514,054
Roger J. Medel, M.D.      72,844,516    861,193     3,514,054
Mark S. Ordan             73,100,718    604,991     3,514,054
Michael A. Rucker         72,959,283    746,426     3,514,054
Guy P. Sansone            73,079,028    626,681     3,514,054
John M. Starcher, Jr.     73,303,317    402,392     3,514,054
Shirley A. Weis           71,635,791   2,069,918    3,514,054

Proposal 2: The Articles of Amendment to the Company's Amended and Restated Articles of Incorporation, as amended, to change the Company's name to "Pediatrix Medical Group, Inc." were approved by the shareholders, by the votes set forth in the table below:





                                    Broker
   For       Against   Abstained   Non-Vote
77,071,233   120,326    28,204        0

Proposal 3: The Articles of Amendment to the Amended and Restated Articles of Incorporation, as amended, of MEDNAX Services to change its name to "PMG Services, Inc." were approved by the Company's shareholders, by the votes set forth in the table below:





                                    Broker
   For       Against   Abstained   Non-Vote
77,030,450   149,578    39,735        0

Proposal 4: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2020 fiscal year was ratified by the shareholders, by the votes set forth in the table below:





                                      Broker
   For        Against    Abstained   Non-Vote
74,792,346   2,378,079    49,338        0

Proposal 5: The shareholders advised against the compensation of the Company's named executive officers for the 2019 fiscal year, by the votes set forth in the table below:





                                       Broker
   For        Against     Abstained   Non-Vote
21,309,848   49,733,278   2,662,583   3,514,054

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The Company regularly makes efforts to engage with its shareholders and intends to continue to conduct additional outreach to its shareholders in the coming months regarding the outcome of the shareholder advisory vote on compensation of the Company's named executive officers for the 2019 fiscal year.

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