PACS Group, Inc. 8-K

What Happened PACS Group, Inc. filed an 8-K on December 23, 2025 reporting results from its December 19, 2025 Annual Meeting of Stockholders. A total of 149,241,113 shares (about 95.29% of outstanding shares as of the November 10, 2025 record date) were represented. The Company elected Taylor Leavitt and Jacqueline Millard as Class I directors, ratified Ernst & Young LLP as its independent registered public accounting firm for the 2025 fiscal year, and approved advisory (non-binding) votes on executive compensation and the frequency of those votes.

Key Details

• Meeting date and filing: Annual Meeting held December 19, 2025; Form 8-K filed December 23, 2025.
• Shareholder turnout: 149,241,113 shares represented, ~95.29% of outstanding common stock (record date Nov 10, 2025).
• Directors elected: Taylor Leavitt — 138,835,899 FOR, 4,235,518 WITHHELD, 6,169,696 broker non-votes; Jacqueline Millard — 138,834,578 FOR, 4,236,839 WITHHELD, 6,169,696 broker non-votes.
• Auditor ratified: Ernst & Young LLP — 149,143,928 FOR, 89,578 AGAINST, 7,607 ABSTAINED.
• Say-on-pay votes: Frequency — ONE YEAR selected (143,004,843 one-year; 6,422 two-year; 47,409 three-year; 12,743 abstain; 6,169,696 broker non-votes). Advisory approval of executive compensation — 139,426,668 FOR, 3,632,640 AGAINST, 12,109 ABSTAINED.

Why It Matters These outcomes confirm the Board’s slate of directors and maintain audit continuity with Ernst & Young, which can reduce near-term governance uncertainty for investors. The strong shareholder turnout (95%+) and approval of an annual advisory vote on executive compensation mean PACS will hold a say-on-pay vote every year going forward, giving investors regular, formal input on executive pay. The reported vote counts and broker non-votes provide transparency on shareholder support levels for management and governance proposals.