UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC 20549

FORM 8‑K

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

Date of report: May 124, 2018

(Date of earliest event reported)

Cotiviti Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)



001-37787		46-0595918
(Commission File Number)		(IRS Employer Identification No.)

One Glenlake Parkway
Suite 1400
Atlanta, GA		30328
(Address of principal executive offices)		(Zip Code)

(770) 379-2800

(Registrant’s telephone number, including area code)

115 Perimeter Center Place, Suite 700, Atlanta, GA, 30346

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 2~~ITEM 5.~~02 Results~~07 — ofSUBMISSION ~~Operations~~OF ~~and~~MATTERS ~~Financial~~TO ~~Condition.~~A VOTE OF SECURITY HOLDERS

(a) On May 124, 2018, Cotiviti Holdings, Inc. (the “Company”) ~~issued~~held aits ~~press~~2018 ~~release,~~Annual ~~attached~~Meeting asof ~~Exhibit~~Stockholders ~~99.1~~(the ~~and~~“Annual ~~incorporated~~Meeting”). ~~herein~~There bywere ~~reference~~93,708,225 ~~announcing~~shares ~~the~~of ~~Company’s~~common ~~financial~~stock entitled to be voted and ~~operating~~86,384,071 ~~results~~shares ~~for~~present ~~the~~in ~~fiscal~~person ~~quarter~~or ~~ended~~represented ~~March~~by ~~31,~~proxy ~~2018~~at the Annual Meeting.

~~The~~Four ~~information~~items ~~contained~~of inbusiness ~~this~~were ~~Item~~acted ~~2.02,~~upon ~~including~~by ~~Exhibits~~stockholders ~~99.1~~at ~~and~~the ~~99.2~~Annual ~~attached~~Meeting: ~~hereto,~~(1) isthe ~~being~~election ~~furnished~~of ~~and~~four ~~shall~~Class ~~not~~II bedirectors ~~deemed~~nominated ~~filed~~by ~~for~~the ~~purposes~~Board of ~~Section~~Directors 18to ofserve until the ~~Securities~~Company’s ~~Act~~2021 annual meeting of ~~1934,~~stockholders asand ~~amended~~until their successors are elected and duly qualified, or(2) ~~otherwise~~approval, ~~subject~~on toan ~~the~~advisory ~~liabilities~~basis, of ~~Section~~named ~~18.~~executive ~~Furthermore~~officer compensation, (3) approval, on an advisory basis, of the ~~information~~frequency ~~contained~~of infuture ~~this~~advisory ~~Item~~votes ~~2.02~~on ~~and~~named ~~Exhibits~~executive ~~99.1~~officer compensation, and ~~99.2~~(4) ~~shall~~ratification ~~not~~of bethe ~~deemed~~appointment toof beKPMG ~~incorporated~~LLP byas ~~reference~~the inCompany's ~~any~~independent ~~filing~~registered ~~under~~public accounting firm for the ~~Securities~~fiscal ~~Act~~year ofending ~~1933~~December 31, ~~as amended~~2018.

~~Item~~(b) ~~9.01 Financial~~The ~~Statements~~voting ~~and~~results ~~Exhibits.~~are as follows:

~~See~~Proposal ~~Exhibit~~1 ~~Index.~~— Election of Directors

Exhibit Index


				Broker
Names	For	Withheld		Non-Votes
Elizabeth Connolly Alexander	70,804,518		11,971,638	3,607,915
James Parisi	71,587,037		11,189,119	3,607,915
Christopher Pike	71,396,059		11,380,097	3,607,915
David Swift	70,999,464		11,776,692	3,607,915

Exhibit Number		Description
99.1 99.2		Cotiviti Holdings, Inc. Press Release dated May 1, 2018 Supplemental Financial Information as of March 31, 2018

Proposal 2 — To Approve, Via an Advisory Vote, the Compensation of the Company’s Named Executive Officers


For		81,390,592
Against		1,263,940
Abstentions		121,624
Broker Non-Votes		3,607,915

Proposal 3 — To Approve, Via an Advisory Vote, the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers


One Year		31,009,955
Two Years		9,344
Three Years		51,639,555
Abstentions		117,302
Broker Non-Votes		3,607,915

In light of the foregoing vote and consistent with the recommendation of the Board of Directors of the Company, the Company intends to hold future advisory votes on the Company’s executive compensation on a triannual basis.

Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm

8,076,305
For		86,265,762
Against		33,979
Abstentions		84,330
Broker Non-Votes		—

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.

	COTIVITI Holdings, Inc.
	By:	/s/ JONATHAN OLEFSON
		Name: Jonathan Olefson
		Title: Senior Vice President, General Counsel and Secretary
Date: May 1, 2018
Date: May 25, 2018

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