EX-4.1 2 descriptionofsecurities2022.htm EX-4.1
Exhibit 4.1
Description of Registrant’s Securities
General
Under the Restated Certificate of Incorporation, as amended (the “Charter”), of R1 RCM Inc. (the “Company” or “R1”), R1 is authorized to issue 750,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 5,000,000 shares of preferred stock, $0.01 par value per share.
The following description sets forth general terms and provisions of the Company’s securities. This summary does not purport to be complete and is qualified in its entirety by reference to the Company’s Charter and Amended and Restated Bylaws (the “Bylaws”).
Common Stock
Voting Rights
The holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. Except as otherwise required by law, holders of Common Stock are not entitled to vote on any amendment to the Charter (including the terms of any certificate of designations of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote on such amendment to the Charter. Holders of Common Stock do not have any cumulative voting rights.
Dividend Rights
Subject to any preferential dividend or other rights of any then outstanding Preferred Stock, holders of Common Stock are entitled to receive dividends and other distributions (payable in cash, property, or capital stock of the Company) when, as and if declared by the Company’s Board of Directors out of any assets or funds of the Company legally available for this purpose.
The Company does not currently pay quarterly cash dividends on shares of Common Stock. The payment of dividends in the future, if any, will be at the discretion of the Company’s Board of Directors and will depend upon general business conditions, legal and contractual restrictions on the payment of dividends and other factors that the Company’s Board of Directors may deem to be relevant.
Liquidation Rights
Subject any preferential or other rights of any then outstanding Preferred Stock, in the event of a voluntary or involuntary liquidation, dissolution or winding-up of the Company, holders of Common Stock will be entitled to share ratably in all remaining assets of the Company legally available for distribution to stockholders after payment or provision for payment of the debts and other liabilities of the Company.

Other Rights
There are no conversion rights or redemption, purchase, retirement or sinking fund provisions with respect to Common Stock.
Anti-Takeover Effects of Delaware Law and the Company’s Charter and Bylaws
Delaware law, the Charter and the Company’s Amended and Restated Bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of the Company. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Company’s Board of Directors.
Board of Directors; Removal of Directors
The Charter and Bylaws provide that, subject to the rights of holders of any series of Preferred Stock, a director may be removed, with or without cause, by the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in an election of directors. Subject to the rights of holders of any series of Preferred Stock, any vacancy on the Company’s Board of Directors, including a vacancy resulting from an enlargement of the Board of Directors, may be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by stockholders. At each annual meeting, the entire Board of Directors will stand for election for a one-year term. The limitations on the removal of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of the Company.
Stockholder Action by Written Consent; Special Meetings
The Charter and Bylaws provide that any action required or permitted to be taken by the Company’s stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. The Charter and Bylaws also provide that, except as otherwise required by law, special meetings of the Company’s stockholders for any purpose or purposes can only be called by the Company’s Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer.
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Advance Notice Requirements for Stockholder Proposals
The Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the Board of Directors. Stockholders at an annual meeting of stockholders may only consider proposals or nominations (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) properly brought before the meeting by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to the Company’s Secretary of the stockholder’s intention to bring such business before the meeting. This written notice must contain certain information specified in the Bylaws. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of the Company’s outstanding voting securities.
Delaware Business Combination Statute
The Company is subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publicly-held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of the Company’s Board of Directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving the Company and the “interested stockholder” and the sale of more than 10% of the Company’s assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of the Company’s outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.
Amendment of Certificate of Incorporation and Bylaws
The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. The Bylaws may be amended, altered or repealed by a majority vote of the Company’s Board of Directors or by the affirmative vote of the holders of at least two-thirds of the votes which all the Company’s stockholders would be entitled to cast in any election of directors. In addition, the affirmative vote of the holders of at least two-thirds of the votes which all the Company’s stockholders would be entitled to cast in any election of directors is required to amend or repeal or to adopt any provisions inconsistent with any of the provisions of the Charter described above under “—Board of Directors; Removal of Directors” and “— Stockholder Action by Written Consent; Special Meetings.”
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is American Stock Transfer and Trust Company, LLC.
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Exchange Listing
The Common Stock is listed on The nasdaq Global Select Market under the symbol “RCM.”
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