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

On March 26, 2021, HMS Holdings Corp., a Delaware corporation ("HMS"), held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated December 20, 2020, by and among HMS, Gainwell Acquisition Corp., a Delaware corporation ("Gainwell"), Mustang MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Gainwell ("Merger Sub"), and Gainwell Intermediate Holding Corp., a Delaware corporation. The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into HMS (the "Merger"), with HMS continuing as the surviving corporation and a wholly owned subsidiary of Gainwell.

As of February 4, 2021, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 88,637,633 shares of HMS common stock outstanding and entitled to vote, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 69,355,096 shares of HMS common stock, representing approximately 78.24% of the shares outstanding and entitled to vote, were present by remote communication or represented by proxy, constituting a quorum to conduct business for all matters presented at the Special Meeting.

At the Special Meeting, HMS stockholders considered three proposals, each of which is described in more detail in a definitive proxy statement filed by HMS with the Securities and Exchange Commission (the "SEC") on February 22, 2021 and the supplemental disclosure to the proxy statement filed by HMS with the SEC on March 18, 2021. The final results regarding each proposal are set forth below.

Proposal No. 1 - To adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the "Merger Proposal").





                                                 Broker
 Votes For    Votes Against     Abstentions     Non-Votes
 69,169,039        46,461          139,596          -

The Merger Proposal was approved by the requisite vote of HMS stockholders.

Proposal No. 2 - To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of HMS in connection with the Merger (the "Executive Compensation Proposal").





                                                 Broker
 Votes For    Votes Against     Abstentions     Non-Votes
 66,387,955      2,534,588         432,553          -

The Executive Compensation Proposal was approved by the requisite vote of HMS stockholders.

Proposal No. 3 - To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Adjournment of the Special Meeting was deemed not necessary or appropriate and was not acted upon because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

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