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 (Date of earliest event reported): ~~May 16~~June 20, 2016

Foundation Healthcare, Inc.

(Exact name of registrant as specified in charter)

Oklahoma

001-34171

20-0180812

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~14000~~13900 N. Portland Avenue, Suite 200

Oklahoma City, Oklahoma 73134

(Address of Principal Executive Offices) (Zip Code)

(405) 608-1700

(Registrant’s telephone number, including area code)

14000 N. Portland Avenue, Suite 200

Oklahoma City, Oklahoma 73134

(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 (see General Instruction A.2. below):

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

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

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

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

Item 25.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnThe ~~May~~Company’s ~~16,~~ 2016, ~~Foundation~~Annual Meeting ~~Healthcare,~~of ~~Inc.~~Shareholders ~~announced~~was ~~its~~held ~~financial~~on ~~results for the quarter ended March 31~~June 20, 2016. AThe ~~copy~~matters ofvoted ~~the~~upon ~~earnings~~and ~~press~~the ~~release~~number ~~is attached~~of asvotes ~~Exhibit~~cast ~~99.1~~for, toagainst ~~this~~or ~~Current~~withheld ~~Report~~as onwell ~~Form~~as ~~8-K.~~the Anumber ~~transcript~~ of ~~the~~abstentions ~~earnings~~and ~~conference~~broker ~~call~~non-votes, ~~is attached~~ as ~~Exhibit 99.2~~ to ~~this~~each ~~Current~~such ~~Report~~matter onis ~~Form~~set ~~8-K~~forth below.

~~The~~1. ~~information~~Election inof ~~this~~Directors. ~~Current~~The ~~Report~~nominees ~~on Form 8-K and the exhibit attached hereto shall not be deemed “filed”~~ for ~~purposes~~directors ofwere ~~Section 18~~elected ~~of the~~based ~~Securities~~upon ~~Exchange Act of 1934 (~~the ~~“Exchange~~following Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. votes:

Item 7.01 Regulation FD Disclosure.


	Votes For		Votes Withheld		Broker Non-Votes
Thomas Michaud		14,235,880		86,328		911,252
Stanton Nelson		12,902,188		1,420,020		911,252
Joseph Harroz, Jr.		14,238,623		83,585		911,252
Steven L. List		14,238,623		83,585		911,252
Robert A. Moreno, M.D.		14,233,643		88,565		911,252
Lorin E. Patterson		14,235,880		86,328		911,252
Richard L. Zahn		14,235,880		86,328		911,252

On2. ~~May~~Approval ~~17,~~of ~~2016,~~Executive ~~Foundation Healthcare, Inc~~Compensation. ~~(referred~~A proposal to ~~herein~~approve ason ~~“we,”~~an ~~“us,”~~advisory ~~and~~basis ~~“our”) distributed~~ the ~~slide show,~~compensation ~~attached~~of ~~hereto~~the asCompany’s ~~Exhibit~~named ~~99.3~~executive ~~and~~officers ~~incorporated~~was ~~herein~~approved bybased ~~reference,~~on ~~in conjunction with its presentation at~~ the ~~Oppenheimer~~following ~~Emerging Growth Conference in New York, New York.~~ votes:

Note Regarding Non-GAAP Financial Measures


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Executive Compensation		12,841,054		95,302		1,385,852		911,252

~~The~~3. ~~investor~~Ratification ~~presentation~~of ~~attached~~Appointment asof anAuditors. ~~exhibit~~A ~~hereto~~proposal ~~contains~~to ~~certain~~approve ~~references~~the toratification ~~adjusted~~of ~~EBITDA~~Hein ~~value,~~& ~~which~~Associates isLLP ato ~~non-GAAP~~serve ~~financial measure,~~ as ~~defined~~the ~~under~~independent ~~Regulation~~registered Gpublic accounting firm of the ~~rules~~Company ~~and~~for ~~regulations~~the ofyear 2016 was approved based upon the ~~SEC.~~following votes:

Adjusted EBITDA


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Hein & Associates LLP		15,230,472		2,088		900		—

WeSIGNATURES are providing EBITDA information, which is defined as net income plus interest, income taxes, depreciation and amortization expense and earnings or losses from discontinued operations, and Adjusted EBITDA which is defined as EBITDA plus stock compensation expense. EBITDA and Adjusted EBITDA are a complement to our GAAP results. EBITDA and Adjusted EBITDA are commonly used by management and investors as a measure of leverage capacity, debt service ability and liquidity. EBITDA and Adjusted EBITDA are not considered a measure of financial performance under U.S. generally accepted accounting principles (GAAP), and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing our financial performance. EBITDA and Adjusted EBITDA should not be considered in isolation or as an alternative to, or superior to, such GAAP measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Reconciliations of non-GAAP financial measures are provided in the investor presentation. Since EBITDA and Adjusted EBITDA are not a measure determined in accordance with GAAP and is susceptible to varying calculations, EBITDA, and Adjusted EBITDA as presented, may not be comparable to other similarly titled measures of other companies.

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits.

ExhibitNo.		Description
99.1		Earnings Press Release Issued on May 16, 2016
99.2		Transcript of May 16, 2016 Earnings Conference Call
99.3		Investor Presentation

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.

EXHIBIT INDEX

ExhibitNo.		Exhibit
99.1		Earnings Press Release Issued on May 16, 2016
99.2		Transcript of May 16, 2016 Earnings Conference Call
99.3		Investor Presentation

FOUNDATION HEALTHCARE, INC.

Date: June 22, 2016

/s/ STANTON NELSON

Stanton Nelson

Chief Executive Officer

Filing Compare · Foundation Healthcare, Inc.