Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further discussed below in Item 5.07, on May 26, 2021, at the 2021 Annual
Meeting of Stockholders (the "Annual Meeting") of Surgery Partners, Inc. (the
"Company"), the stockholders of the Company approved an amendment (the
"Amendment") to the Company's 2015 Omnibus Incentive Plan, as amended and
restated effective January 1, 2020 (the "Omnibus Incentive Plan"). As disclosed
in the Company's Definitive Proxy Statement on Schedule 14A, filed with the
Securities and Exchange Commission on April 15, 2021, the Amendment (i)
increased by 3,500,000 the maximum number of authorized shares of the Company's
common stock reserved for issuance under the Omnibus Incentive Plan and (ii)
provided for the sale of shares on the market to cover required tax-withholdings
under awards.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on May 26, 2021. As of the close of business
on April 8, 2021, the record date for the Annual Meeting (the "Record Date"),
59,890,985 shares of the Company's common stock were outstanding and entitled to
vote. In addition, as of the Record Date, there were 310,000 shares of the
Company's 10.00% Series A Convertible Perpetual Participating Preferred Stock
(the "preferred stock") issued and outstanding, entitling the holders of
preferred stock the right to cast 22,371,576 votes on an as-converted basis. At
the Annual Meeting, shares of the Company's common stock and preferred stock
voted together as a single class on the matters described below.
The matters voted on at the Annual Meeting and the final results of such voting
were as follows:
Proposal 1: Election of Class III director nominees. The stockholders elected
each of the director nominees to serve as a Class III director until the
Company's 2024 annual meeting of stockholders and until each such successor has
been elected and qualified. Each of the nominees, with the exception of Blair E.
Hendrix, was a current Class III director of the Company who was re-elected. The
results of the vote were as follows:
Name                     Votes For       Votes Withheld        Broker Non-Votes
Clifford G. Adlerz       67,880,603         9,437,846             1,713,555
J. Eric Evans            69,344,314         7,974,135             1,713,555
Blair E. Hendrix         66,493,683        10,824,766             1,713,555
Andrew T. Kaplan         65,829,679        11,488,770             1,713,555

Proposal 2: Advisory vote on executive compensation ("Say-on-Pay"). The stockholders approved on a non-binding, advisory basis the compensation paid by the Company to its named executive officers, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 15, 2021. The results of the vote were as follows:

Votes For Votes Against Abstentions Broker Non-Votes


 76,699,550          591,435             27,464             1,713,555

Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered accounting firm for fiscal 2021. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the vote were as follows:

Votes For Votes Against Abstentions


 78,984,674          40,681              6,649

Proposal 4: Approval of the Amendment to the Omnibus Incentive Plan. The stockholders approved the Amendment to the Omnibus Incentive Plan. The results of the vote were as follows:


 Votes For        Votes Against       Abstentions        Broker Non-Votes
 63,084,364        13,563,113           670,972             1,713,555

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