Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 20, 2021, R1 RCM Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the Company's Third Amended and Restated 2010 Stock Incentive Plan (the "Amended Plan"). The Amended Plan amends and restates the Company's Second Amended and Restated 2010 Stock Incentive Plan and authorizes the issuance of an additional 9.6 million shares of the Company's common stock pursuant to awards. The material terms of the Amended Plan are summarized on pages 12 through 26 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 6, 2021 (the "Proxy Statement"), which description is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The description of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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

On May 20, 2021, at the Annual Meeting, the Company's stockholders voted on the following proposals, with the following results:

1. The following nominees were elected to the Company's board of directors as directors for terms ending at the 2022 annual meeting of stockholders:



                                    For           Withheld        Broker Non-Votes
      Michael C. Feiner        198,698,872      30,516,615        14,983,973
      Joseph Flanagan          214,600,199      14,615,288        14,983,973
      John B. Henneman, III    221,738,309       7,477,178        14,983,973
      Alex J. Mandl            225,353,500       3,861,987        14,983,973
      Neal Moszkowski          157,278,411      71,937,076        14,983,973
      Ian Sacks                182,022,349      47,193,138        14,983,973
      Jill Smith               225,089,656       4,125,831        14,983,973
      Anthony J. Speranzo      209,249,986      19,965,501        14,983,973
      Anthony R. Tersigni      209,265,587      19,949,900        14,983,973
      Albert R. Zimmerli       208,392,262      20,823,225        14,983,973

2. The Amended Plan was approved:



                         For:                  219,920,173
                         Against:                9,243,275
                         Abstain:                   52,039
                         Broker Non-Votes:      14,983,973

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3. The compensation of the Company's named executive officers, on a non-binding advisory basis, was approved:



                         For:                  226,744,738
                         Against:                2,296,000
                         Abstain:                  174,749
                         Broker Non-Votes:      14,983,973



4. The selection of Ernst & Young LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 31, 2021 was
ratified:

                              For:        243,517,561
                              Against:        649,602
                              Abstain:         32,297

5. David M. Dill was elected to the Company's board of directors as director for a term ending at the 2022 annual meeting of stockholders:



                         For:                  221,466,777
                         Withheld:               6,345,827
                         Broker Non-Votes:      16,386,856

Item 9.01 Financial Statements and Exhibits.



(d)          Exhibit Number      Description
                  10.1             R1 RCM Inc. Third Amended and Restated Stock Incentive Plan
                  99.1             Text of "PROPOSAL 2 - APPROVAL OF R1 RCM INC. THIRD AMENDED AND
                                 RESTATED 2010 STOCK INCENTIVE PLAN" from the Company's definitive
                                 proxy statement on Schedule 14A filed with the SEC on April 6, 2021
                   104           Cover Page Interactive Data File - the cover page iXBRL tags are
                                 embedded within the Inline XBRL document.

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