Enhabit Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$EHAB
Medical/Nursing Services
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): July 25, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||
| of incorporation) | File Number) | Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(214 ) 239-6500
(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 (see General Instruction A.2. below):
| Written communications 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) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 25, 2024, Enhabit, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). On June 5, 2024, the record date for the Annual Meeting, there were 50,156,310 shares of the Company’s common stock outstanding with each such share entitled to one vote. The holders of 42,067,469 shares (83.87%) of the Company’s common stock were present in person or represented by proxy during the Annual Meeting.
Set forth below are the matters voted upon at the Annual Meeting and the final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc.
Proposal 1. Election of Board of Directors
Jeffrey W. Bolton, Tina L. Brown-Stevenson, Charles M. Elson, Erin P. Hoeflinger, Barbara A. Jacobsmeyer, Stuart M. McGuigan, Gregory S. Rush, Barry P. Schochet and Mark W. Ohlendorf were elected as directors of the Company for a one-year term expiring at the 2025 Annual Meeting of Stockholders with the following vote:
| For | Withheld | |||||||||||||
Company’s Nominees | ||||||||||||||
| Jeffrey W. Bolton | 32,766,196 | 9,127,775 | ||||||||||||
| Tina L. Brown-Stevenson | 32,783,060 | 9,110,728 | ||||||||||||
| Charles M. Elson | 25,643,723 | 16,250,204 | ||||||||||||
| Erin P. Hoeflinger | 24,873,860 | 17,020,103 | ||||||||||||
| Barbara A. Jacobsmeyer | 38,555,706 | 3,338,818 | ||||||||||||
| Susan A. La Monica | 17,673,249 | 24,220,507 | ||||||||||||
| Stuart M. McGuigan | 30,306,916 | 11,587,029 | ||||||||||||
| Gregory S. Rush | 21,152,390 | 20,741,242 | ||||||||||||
| Barry P. Schochet | 38,427,076 | 3,467,370 | ||||||||||||
AREX’s Nominees | ||||||||||||||
| Megan Ambers | 9,202,505 | 32,682,190 | ||||||||||||
| James T. Corcoran | 9,209,854 | 32,675,032 | ||||||||||||
| Maxine Hochhauser | 18,314,705 | 23,569,996 | ||||||||||||
| Mark W. Ohlendorf | 20,607,036 | 21,277,832 | ||||||||||||
Anna-Gene O’Neal | 18,648,425 | 23,236,291 | ||||||||||||
| Dr. Gregory S. Sheff | 19,535,164 | 22,349,561 | ||||||||||||
| Juan Vallarino | 12,304,384 | 29,580,541 | ||||||||||||
Proposal 2. Ratification of Independent Accountants
The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified with the following vote:
| For | Against | Abstentions | ||||||||||||
| 38,778,572 | 27,467 | 3,261,430 | ||||||||||||
Proposal 3. Advisory vote on the compensation of the Company’s named executive officers
The advisory vote on the compensation of the Company’s named executive officers was approved with the following vote:
| For | Against | Abstentions | ||||||||||||
| 37,070,564 | 997,857 | 3,850,557 | ||||||||||||
SIGNATURES
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.
| ENHABIT, INC. | ||||||||
| By: | /s/ Dylan C. Black | |||||||
| Name: | Dylan C. Black | |||||||
| Title: | General Counsel | |||||||
Dated: July 26, 2024