Encompass Health Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure
$EHC
Hospital/Nursing Management
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 2, 2024
(Exact name of Registrant as specified in its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(Address of Principal Executive Offices, Including Zip Code)
(205 ) 967-7116
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 2, 2024, Encompass Health Corporation (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) at its principal executive office in Birmingham, Alabama. During the Annual Meeting, the stockholders of the Company voted on the following:
1.election of the 10 persons nominated by the Company’s board of directors (the “Board”);
2.ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm;
3.approval of the compensation of the Company’s named executive officers, as disclosed in the proxy statement filed on April 2, 2024 pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and
4.stockholder proposal requesting a report on effectiveness of diversity, equity and inclusion efforts.
As of the record date for the Annual Meeting, there were 100,693,390 shares of the Company’s common stock issued and outstanding. Each share of common stock was entitled to one vote on each matter properly brought before the Annual Meeting. The common stock voted together as a class. Votes representing 94.4% of the combined voting power of the common stock were represented by proxy at the Annual Meeting.
The final voting results for the Annual Meeting were as follows:
•Proposal 1, election of directors, each of the nominees was elected:
| Name of Nominee | Votes For | Votes Against | Votes Abstained | ||||||||
| Greg D. Carmichael | 88,073,606 | 1,206,413 | 837,171 | ||||||||
| Edward M. Christie III | 88,829,119 | 450,779 | 837,292 | ||||||||
| Joan E. Herman | 87,893,645 | 1,379,530 | 844,015 | ||||||||
| Leslye G. Katz | 84,729,987 | 4,542,542 | 844,661 | ||||||||
| Patricia A. Maryland | 88,760,994 | 518,399 | 837,797 | ||||||||
| Kevin J. O’Connor | 88,536,458 | 743,505 | 837,227 | ||||||||
| Christopher R. Reidy | 88,617,608 | 662,727 | 836,855 | ||||||||
| Nancy M. Schlichting | 88,733,866 | 546,825 | 836,499 | ||||||||
| Mark J. Tarr | 88,734,594 | 547,270 | 835,326 | ||||||||
| Terrance Williams | 88,808,997 | 472,272 | 835,921 | ||||||||
•Proposal 2, ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, passed:
| Votes For | Votes Against | Votes Abstained | ||||||
| 90,907,122 | 3,256,357 | 859,023 | ||||||
•Proposal 3, approval of the compensation of the Company’s named executive officers, passed:
| Votes For | Votes Against | Votes Abstained | ||||||
| 87,432,847 | 1,824,905 | 859,438 | ||||||
•Proposal 4, request for a report on effectiveness of diversity, equity and inclusion efforts, did not pass:
| Votes For | Votes Against | Votes Abstained | ||||||
| 25,936,680 | 63,282,592 | 897,918 | ||||||
Proposals 1, 3 and 4 each received 4,905,312 broker non-votes. There were no broker non-votes on Proposal 2.
ITEM 7.01. Regulation FD Disclosure.
Following the Annual Meeting, the Board elected Mr. Greg Carmichael as Chairman of the Board. Mr. Carmichael, currently the executive chairman of the board of directors of City National Bank, a subsidiary of Royal Bank of Canada, has served on the Company’s Board since January 1, 2020.
The information contained herein is being furnished pursuant to Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.
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 hereunto duly authorized.
| ENCOMPASS HEALTH CORPORATION | ||||||||
| By: | /S/ Patrick Darby | |||||||
| Name: | Patrick Darby | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||
Dated: May 6, 2024