Select Medical Holdings Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
current report
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of stockholders (the “Annual Meeting”) of Select Medical Holdings Corporation (the “Company”) was held on April 23, 2026. At the Annual Meeting, the Company’s stockholders approved five proposals. The proposals below are described in the Company’s definitive proxy statement dated March 4, 2026. The results are as follows:
Proposal 1: The Election of Three Class II Directors to the Board of Directors
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Robert A. Ortenzio | 111,618,633 | 2,388,573 | 30,199 | 3,812,633 | ||||||||||||
| Daniel J. Thomas | 112,624,578 | 1,382,053 | 30,774 | 3,812,633 | ||||||||||||
| Parvinderjit S. Khanuja | 113,275,867 | 731,003 | 30,535 | 3,812,633 | ||||||||||||
Proposal 2: Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 110,664,208 | 3,339,567 | 33,630 | 3,812,633 | |||||||||||
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 116,286,685 | 1,534,942 | 28,411 | 0 | |||||||||||
Proposal 4: Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Phase Out the Classified Structure of the Board of Directors
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 113,798,371 | 233,759 | 5,275 | 3,812,633 | |||||||||||
Proposal 5: Non-Binding Advisory Vote on Company Proposal to Provide Stockholders the Right to Call a Special Meeting of Stockholders at a 25% Ownership Threshold
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 96,440,477 | 13,333,066 | 4,263,862 | 3,812,633 | |||||||||||
Proposal 6: Non-Binding Advisory Vote on Shareholder Proposal to Provide Stockholders the Right to Call a Special Meeting of Stockholders at a 10% Ownership Threshold
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 22,780,354 | 91,191,886 | 65,165 | 3,812,633 | |||||||||||
| Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION | ||
| Date: April 24, 2026 | By: | /s/ John F. Duggan |
| John F. Duggan | ||
| Executive Vice President, General Counsel and Secretary | ||