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$SEM·8-K

SELECT MEDICAL HOLDINGS CORP · Apr 24, 4:32 PM ET

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SELECT MEDICAL HOLDINGS CORP 8-K

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Select Medical Holdings Reports Annual Meeting Vote Results

What Happened
Select Medical Holdings Corporation (SEM) filed an 8-K reporting the results of its annual meeting held on April 23, 2026 (proxy statement dated March 4, 2026). Stockholders approved five proposals: the election of Class II directors, a non-binding advisory vote on named executive officer compensation, ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, approval of an amendment to phase out the board’s classified structure, and the company’s non-binding proposal to allow stockholders to call special meetings at a 25% ownership threshold. A separate shareholder proposal to allow special meetings at a 10% threshold did not pass.

Key Details

  • Director elections (Proposal 1, three Class II directors):
    • Robert A. Ortenzio — For: 111,618,633; Against: 2,388,573; Abstain: 30,199; Broker non-votes: 3,812,633.
    • Daniel J. Thomas — For: 112,624,578; Against: 1,382,053; Abstain: 30,774; Broker non-votes: 3,812,633.
    • Parvinderjit S. Khanuja — For: 113,275,867; Against: 731,003; Abstain: 30,535; Broker non-votes: 3,812,633.
  • Say-on-pay (Proposal 2): For: 110,664,208; Against: 3,339,567; Abstain: 33,630; Broker non-votes: 3,812,633.
  • Auditor ratification (Proposal 3): PricewaterhouseCoopers LLP ratified for fiscal year ending December 31, 2026 — For: 116,286,685; Against: 1,534,942; Abstain: 28,411.
  • Board structure & special meeting votes: Amendment to phase out classified board approved — For: 113,798,371; Against: 233,759; Abstain: 5,275; Broker non-votes: 3,812,633. Company proposal to allow special meetings at 25% approved (For: 96,440,477; Against: 13,333,066; Abstain: 4,263,862). Shareholder proposal for a 10% special-meeting threshold was rejected (For: 22,780,354; Against: 91,191,886; Abstain: 65,165).

Why It Matters
These voting results confirm the company’s governance direction endorsed by the board and a majority of voting shareholders: incumbents retained their seats, PwC remains the auditor for 2026, and shareholders approved moving away from a classified board and adopting a higher (25%) threshold for stockholder-called special meetings while rejecting a lower 10% threshold. For investors, these outcomes affect corporate governance (board turnover timing and shareholder access) and provide clarity on auditor continuity; they are non-financial governance actions rather than operational or earnings updates.

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