PACS Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PACS
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): December 19, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (801 ) 447-9829
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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 19, 2025, PACS Group, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 149,241,113 shares of the Company’s common stock were represented online or by proxy at the Annual Meeting, representing approximately 95.29% of the Company’s outstanding common stock as of the November 10, 2025 record date. Below are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 25, 2025.
Proposal 1- Election of Taylor Leavitt and Jacqueline Millard as Class I directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.
| Nominee | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||||||||||
| Taylor Leavitt | 138,835,899 | 4,235,518 | 6,169,696 | |||||||||||||||||
| Jacqueline Millard | 138,834,578 | 4,236,839 | 6,169,696 | |||||||||||||||||
Proposal 2 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
| 149,143,928 | 89,578 | 7,607 | — | |||||||||||||||||
Proposal 3 - Approval, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| ONE YEAR | TWO YEARS | THREE YEARS | Votes ABSTAINED | Broker Non-Votes | ||||||||||||||||||||||
| 143,004,843 | 6,422 | 47,409 | 12,743 | 6,169,696 | ||||||||||||||||||||||
Proposal 4 - Approval, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The results of the voting were as follows:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
| 139,426,668 | 3,632,640 | 12,109 | 6,169,696 | |||||||||||||||||
Based on the foregoing votes, the two director nominees were elected, Proposals 2 and 4 were approved, and ONE YEAR was approved for the frequency in Proposal 3.
Based on the voting results of Proposal 3, and consistent with the recommendation of the Board of Directors of the Company (the “Board”), the Company has determined that future advisory votes on executive compensation will be held every year, until the next required advisory vote on the frequency of future advisory votes on executive compensation or the Board otherwise determines that a different frequency for future advisory votes on executive compensation is in the best interests of the Company’s stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACS GROUP, INC. | ||||||||
| Date: December 23, 2025 | By: | /s/ Jason Murray | ||||||
| Jason Murray | ||||||||
| Chief Executive Officer | ||||||||