SELECT MEDICAL HOLDINGS CORP 8-K

What Happened

• Select Medical Holdings Corporation (Select Medical) announced that its special meeting of common stockholders on June 26, 2026 approved the Agreement and Plan of Merger dated March 2, 2026 among the Company, Stallion Intermediate Corporation (Parent) and Stallion MergerSub Corporation (Merger Sub). A quorum was present: 102,299,245 shares (82.54% of the 123,942,955 outstanding shares as of the May 11, 2026 record date). The parties expect the merger to close on or about June 30, 2026. A press release announcing the results was furnished as Exhibit 99.1 to the 8-K.

Key Details

• Vote totals for the Merger Proposal (required both Majority Approval and Unaffiliated Stockholder Approval):
  • Majority Approval: For 99,005,011; Against 1,789,017; Abstain 1,505,217.
  • Unaffiliated Stockholder Approval: For 81,819,453; Against 1,789,017; Abstain 1,505,217.
• Compensation Proposal (non‑binding advisory vote on merger-related executive pay): For 52,322,733; Against 48,410,193; Abstain 1,566,319 — approved on an advisory basis.
• The Adjournment Proposal to solicit additional proxies, if needed, became moot after the merger vote passed.

Why It Matters

• The shareholder approval clears a key regulatory and corporate step for the planned acquisition by the Stallion entities; the merger is now expected to close imminently (on or about June 30, 2026). That closing will change ownership/control of Select Medical, which can affect strategy, management decisions and shareholder value. The advisory approval of merger-related executive compensation signals stockholder acceptance of the proposed pay arrangements, though that vote is non-binding.