ModivCare (MODV) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 3, 2025, to vote on the Coliseum Transactions and potential adjournment if more votes are needed.

• Coliseum Transactions involve a $30 million purchase of new Second Lien Senior Secured Notes and a $20.165 million exchange of existing Senior Notes for new Second Lien Notes, subject to stockholder approval.

• The financing aims to strengthen the company’s financial position and avoid more dilutive or expensive alternatives.

• The Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) approval of the Coliseum Transactions, and (2) adjournment of the meeting if more votes are needed.

• Approval of the Coliseum Transactions requires at least 66-2/3% of outstanding shares, excluding those owned by Coliseum Stockholders.

• Adjournment Proposal requires a majority of votes present in person or by proxy.

• Abstentions and broker non-votes count as votes against the Coliseum Transactions Proposal.

• Stockholder proposals for the 2025 Annual Meeting must be submitted between February 11 and April 14, 2025.

Board of directors and corporate governance

• The Board, with the assistance of financial and legal advisors, evaluated multiple financing options before approving the Coliseum Transactions.

• The Board determined the Coliseum Transactions are in the best interests of the company and its stockholders.

• Christopher Shackelton, former chairman, and Adam Gray, both affiliated with Coliseum, may be deemed interested stockholders.