ensg-20250402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant þ

Filed by a Party other than the Registrant o


Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, For Use of the Commission only (as permitted by Rule 14a- 6(e)(2))
þ			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-2

THE ENSIGN GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
þ			No fee required.












o			Fee paid previously with preliminary materials.









o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

WHEN À

WHERE

WHO CAN VOTE

RECORD DATE

Thursday, May 15, 2025

at 10:00 a.m. PDT

Southland Care Center 11701 Studebaker Road
Norwalk, California 90650

Owners of Ensign's issued and

outstanding common stock as of the

close of business on the record date.

March 20, 2025

Items of Business

Board Recommendation

Election of four nominees named in the proxy statement to serve on The Ensign Group's Board of Directors

FOR each director nominee

See pg 3

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for 2025

FOR

See pg 18

Advisory approval of the Company's named executive officer compensation

FOR

See pg 38

Approval of the amendment to the Ensign Group, Inc. 2022 Omnibus Incentive Plan

FOR

See pg 38

We will also address any other business which may properly come before the Annual Meeting or any adjournment or postponement. Following the formal meeting, management intends to discuss our developments of the past year and respond to questions of general interest to stockholders.

How To Vote

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS

Ensign’s Proxy Statement for the 2025 Annual Meeting of Stockholders (the “Proxy Statement”) and 2024 Annual Report on Form 10-K (the “2024 Form 10-K”) are available at www.proxyvote.com.

Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand and follow the below instructions:

By Internet

You can vote your shares online at www.proxyvote.com

By Phone

(

You can vote your shares by calling 800-690-6903

By Mail

Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

Date of Mailing

April 4, 2025

Our intended date to mail a Notice of Internet Availability of Proxy Materials.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the "Notice") has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. If you are the registered holder of your shares and are viewing the Proxy Statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the Proxy Statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means that your shares are held of record by a broker, bank or other nominee, you should review the Notice used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the Annual Meeting.

THE ENSIGN GROUP, INC.

BY ORDER OF THE BOARD OF DIRECTORS

BARRY R. PORT

CHIEF EXECUTIVE OFFICER

San Juan Capistrano, California

Dated: April 4, 2025

TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF S TOCK HOLDERS
Proxy Statement																											1
Our 202 4 Year in Review																											2


CORPORATE GOVERNANCE																											2
Proposal 1: Election of Directors																											3
Nominees and Directors																											4
Board Structure and Practices																											7
Director Compensation																											12
Board Oversight of Risk																											14






AUDIT MATTERS																											18
Proposal 2: Approval of Independent Registered Public Accounting Firm																											18
Audit Committee Report																											19

COMPENSATION DISCUSSION AND ANALYSIS																											20
Executive Officers																											26
Pay Ratio Disclosure																											26
Compensation Committee Report																											28
Executive Compensation																											29
Pay versus Performance																											33
Equity Compensation Plan Information																											37
Proposal 3: Advisory Vote on Named Executive Officer Compensation																											38


STOCK INCENTIVE PLAN																											39
Proposal 4: Approval of the amendment to the Ensign Group, Inc. 2022 Omnibus Incentive Plan																											39

STOCK OWNERSHIP INFORMATION																											47
Security Ownership of Certain Beneficial Owners and Management																											47
Delinquent Section 16(a) Reports																											48
Certain Relationships and Related Party Transactions																											48

OTHER MATTERS																											49
S tock holder Proposals																											49
Other Matters																											50
Available Information																											50
Appendix A - Amended and Restated 2022 Omnibus Incentive Plan																											A-1

PROXY STATEMENT

We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. Accordingly, we sent to the majority of our stockholders a Notice of Internet Availability of Proxy Materials or "Notice" regarding the Internet availability of the proxy materials. Other stockholders were instead sent paper copies of the proxy materials accessible on the Internet if the preference to receive a paper copy was requested. Instructions on how to access the proxy materials over the Internet or to request a paper copy can be found on the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis by going to www.proxyvote.com and following the instructions. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder elects otherwise.

The enclosed Proxy Statement is solicited by the Board of Directors (the "Board") of The Ensign Group, Inc., ("Ensign") a Delaware corporation, for use at the 2025 Annual Meeting of Stockholders (the "Annual Meeting"). Our principal executive offices are located at 29222 Rancho Viejo Road, Suite 127, San Juan Capistrano, California 92675. This proxy statement is first being made available to stockholders on or about April 4, 2025. When used in this Proxy Statement, the terms “we,” “us,” “our” or the “Company” refer to The Ensign Group, Inc. and its consolidated subsidiaries; however, The Ensign Group, Inc. is a holding company and all of our subsidiaries referenced herein are operated by separate, wholly-owned independent subsidiaries that have their own management, employees and assets. References herein to the consolidated "Company" and "its" assets and activities, as well as the use of “we,” “us,” “our” and similar words in this Proxy Statement are not meant to imply, nor should it be construed as meaning that The Ensign Group, Inc. has direct operating assets, employees or revenue, or that any of the subsidiaries are operated by The Ensign Group, Inc.

The expenses of preparing, assembling, printing and mailing the Notice, this Proxy Statement and the materials used in the solicitation of proxies will be borne by the Company. Proxies will be solicited through the Internet and the mail. Our directors, officers, and other employees, without additional compensation, may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise. We do not anticipate paying any compensation to any other party for the solicitation of proxies, but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners.

Any stockholder who executes and delivers a proxy has the right to revoke it at any time before it is exercised by delivering to the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in accordance with the instructions on the proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be voted in accordance with the recommendation of the Board.

Voting Securities and Vote Required

Holders of record of Ensign's common stock at the close of business on March 20, 2025 will be entitled to vote at the Annual Meeting. On that date, 57,626,065 shares of the Company's common stock were issued and outstanding. Each share of common stock is entitled to one vote on every matter submitted to the stockholders at the Annual Meeting. In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting must be represented, either in person or by proxy, at the Annual Meeting. Under Delaware law, shares represented at the Annual Meeting by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Proposal 1: Election of the four named director nominees will require the affirmative approval of a majority of the votes cast with respect to each director's election. A majority of votes cast with respect to a director's election means that the number of votes cast "FOR" a director's election exceeds the number of votes cast "AGAINST" that director's election, with abstentions and broker non-votes not counted as a vote cast either "FOR" or "AGAINST" that director's election. Unless instructed to the contrary, the shares represented by proxies will be voted FOR the election of the four named director nominees.

Proposals 2, 3 and 4: The proposals referenced will require the affirmative vote of a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote at the meeting. In determining whether each proposal has received the requisite number of affirmative votes, abstentions will be counted as shares entitled to vote and will have the same effect as votes against the proposals. Broker non-votes will not have an impact on the outcome of the proposals. Properly executed, unrevoked proxies will be voted FOR Proposals 2, 3 and 4 unless a vote against such proposals or abstention is specifically indicated in the proxy.

Your vote is very important. Accordingly, whether or not you plan to attend the Annual Meeting in person, you should vote by using one of the methods described in the Notice. You may vote your shares at the Annual Meeting by attending and voting in person, by voting via the Internet or by telephone as described in the Notice, or by having your shares represented at the Annual Meeting by a valid proxy.

While the vote on Proposal 3 is required by law, the vote is not binding, will not create or imply any change in the fiduciary duties of, nor impose any additional fiduciary duty on, us or our Board. However, the Compensation Committee of our Board will take into account the outcome of the advisory votes when considering future executive compensation decisions.

If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions detailed on the notice or voting instruction form you receive from your broker or other nominee. If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” In that case, the Notice of Annual Meeting, this Proxy Statement and our 2024 Form 10-K have been sent directly to you.

Please note that you cannot vote your shares by filling out and returning the Notice. The Notice does, however, include instructions on how to vote your shares.

OUR 2024 YEAR IN REVIEW

Our 2024 continued to be another outstanding year. Our local teams once again posted impressive clinical and financial results and continue to build remarkable momentum in each market across our portfolio while committing to clinical excellent care to our patients everyday. After another record year, we are excited about the many opportunities to continue to grow this effort by capturing the enormous upside in our portfolio as we relentlessly focus on the fundamentals across the organization.

Operational Performance

Our operational performance highlights in 2024 include:

•Same Facility(1) occupancy during the year ended December 31, 2024 was 81.3% compared to 79.2% in the same period in 2023.

•Same Facility(1) skilled mix remained strong as we continued to provide a higher level of acuity across the portfolio.

•Third-party nursing agencies usage declined from prior year, representing a reduction in agency usage of 61% since its peak in December 2022.

•We expanded our portfolio by adding 31 operations across ten states and 17 real estate properties, expanding our presence into Tennessee.

Financial Results

Our 2024 financial highlights include:

•Consolidated revenue was at an all-time high and up 14.2% compared to last year.

•Over the last five years, our total revenue increase represents a 15.9% compound annual growth rate (CAGR) and our diluted EPS growth represents a 25.6% CAGR.

•The Company’s liquidity remains strong. We generated cash flow from operations of $347.2 million while maintaining strong balance sheets.

•The Company continued its long history of paying and increasing dividends.

We are very proud by what we were able to accomplish in 2024. The results we achieved were possible due to the innovative approaches and strategic partnerships which supported our multiple year growth in occupancy improvements and continue to enable us to gain additional market share. These key initiatives together with our dedication to our cultural and operational fundamentals resulted in strong 2024 results. We also know there are so many opportunities in front of us to optimize operational efficiencies and drive occupancy and skilled mix as we continue to successfully unlock value and opportunity in the dozens of recently acquired operations. When we consider the current health of our organization, combined with our culture and proven local leadership strategy, we are well-positioned to have another outstanding year in 2025.

CORPORATE GOVERNANCE

We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board sets high standards for our employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board to serve as a prudent fiduciary for stockholders and to oversee the management of the Company's business. Our governance structure is designed to enable independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the Company and our stockholders.

1 Same Facility results represent all facilities purchased prior to January 1, 2021.

Our Board continues to evaluate the Company’s corporate governance policies and practices to ensure that the right mix of individuals are present in our boardroom to best serve the stockholders we represent by ensuring effective oversight of our strategy and management. We are committed to maintaining the highest standards of corporate governance and have established a strong and effective framework by which the Company is governed and reviewed.

The Company has a classified Board of Directors consisting of three classes of directors, each serving staggered three-year terms and each class as nearly equal in number as possible as determined by our Board. As a result, a portion of our Board will be elected each year.

Proposal 1:

Election of Directors

Recommendation of the Board:

FOR each director nominee

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board, including its independent directors, selected and approved Dr. Ann S. Blouin, Dr. John O. Agwunobi and Mr. Barry R. Port as nominees for election as Class III directors, the class being elected at the Annual Meeting. Each nominee is to serve for a term of three years, expiring at the 2028 annual meeting of stockholders or until his or her successor is duly appointed or elected and qualified or until his or her earlier death, resignation or removal.

Also, upon the recommendation of the Nominating and Corporate Governance Committee, our Board, including its independent directors, selected and appointed Mr. Mark V. Parkinson for service on the Board of Directors for a term starting on October 21, 2024 and ending on the date of the Company’s 2025 Annual Meeting. In addition, Mr. Mark V. Parkinson is a nominee for election as a Class II director. If Mr. Mark V. Parkinson is elected to serve as a director for the initial two-year term, the Board of Directors anticipates that Mr. Mark V. Parkinson will be nominated for election to serve a three-year term as a Class II director at the 2027 Annual Meeting with a term that would expire in 2030. We are not aware of any arrangements or understandings between the director nominees and any other person pursuant to which such persons were selected as a director nominee.

Dr. Ann S. Blouin, Dr. John O. Agwunobi, Mr. Mark V. Parkinson and Mr. Barry R. Port currently serve as members of our Board and if elected have agreed to continue to serve on the Board and on the committees set forth below. In the event the nominees named herein are unable to serve or decline to serve at the time of the Annual Meeting, the persons named in the enclosed proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees. This proxy cannot be voted for a greater number of persons than four and cumulated voting is not permitted.

SEC Form DEF 14A filed by The Ensign Group Inc.