Select Medical Holdings Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
current report
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of the Company’s Non-Employee Director Compensation Policy
The annual meeting of stockholders (the “Annual Meeting”) of Select Medical Holdings Corporation (the “Company”) was held on April 24, 2025. At the Annual Meeting, the stockholders of the Company, upon recommendation of the Board of Directors of the Company (the “Board”) approved the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”). The Director Compensation Policy sets forth the cash and equity compensation that is to be paid to our non-employee directors, including a quarterly cash retainer of $18,000 with an option to receive fully-vested shares of the Company’s common stock in lieu of the quarterly cash retainer, attendance fee of $3,000 per in-person Board meeting ($600 per telephonic Board meeting) and fees for participation on committees of the Board.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Director Compensation Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of the Director Compensation Policy can be found in the “Vote on the Non-Employee Director Compensation Policy—Proposal #3” in the definitive proxy statement for the Company’s 2025 annual meeting of stockholders filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2025, as amended (the “2025 Proxy Statement”), which description is incorporated by reference herein.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Company’s stockholders, upon recommendation of the Board, approved an amendment to the Amended and Restated Certificate of Incorporation (the “Charter”), eliminating the supermajority voting requirements. The amendment of the Charter reduces the voting threshold to a majority of the Company’s outstanding shares to amend (i) the Company's Amended and Restated Bylaws (the “Bylaws”) and (ii) certain enumerated provisions of the Charter.
The Board previously also approved an amendment to the Bylaws, which became effective upon the effectiveness of the foregoing amendment to the Charter. The amendment to the Bylaws reduces the voting threshold to a majority of the Company’s outstanding shares to (i) amend the Bylaws and (ii) remove of a Director for cause.
A description of the amendment can be found in “Approval of Amendment to the Amended and Restated Certificate of Incorporation and Bylaws to Eliminate Supermajority Voting Requirements—Proposal #2” in the Proxy Statement. The amendment of the Charter became effective upon the filing of a certificate of amendment with the Delaware Secretary of State on April 28, 2025. Copies of the Certificate of Amendment to the Charter and Amendment No. 1 to Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders approved six proposals. The proposals below are described in the Company’s definitive proxy statement dated March 5, 2025. The results are as follows:
Proposal 1: The Election of Four Class I Directors to the Board of Directors
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| Russell L. Carson | 111,273,310 | 8,556,195 | 90,923 | 3,284,257 | ||||||||
| Katherine R. Davisson | 118,166,994 | 1,663,183 | 90,251 | 3,284,257 | ||||||||
| William H. Frist | 117,379,051 | 2,451,114 | 90,263 | 3,284,257 | ||||||||
| Marilyn B. Tavenner | 111,366,656 | 8,141,359 | 412,413 | 3,284,257 |
Proposal 2: Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation To Eliminate Supermajority Voting Requirements
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 119,719,373 | 135,711 | 65,344 | 3,284,257 | |||||||||||
Proposal 3: Approval of the Company’s Non-Employee Director Compensation Policy
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 117,691,509 | 2,137,833 | 91,086 | 3,284,257 | |||||||||||
Proposal 4: Non-Binding Advisory Vote on Stockholder’s Proposal to Elect Each Director Annually
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 95,564,837 | 23,828,463 | 281,610 | 3,529,775 | |||||||||||
Proposal 5: Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 108,011,565 | 11,314,550 | 594,313 | 3,284,257 | |||||||||||
Proposal 6: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 121,317,908 | 1,846,305 | 40,472 | 0 | |||||||||||
| Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Select Medical Holdings Corporation (filed herewith) |
| 3.2 | Amendment No. 1 to Amended and Restated Bylaws of Select Medical Holdings Corporation (filed herewith) |
| 10.1 | Non-Employee Director Compensation Policy of Select Medical Holdings Corporation (filed herewith) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION | ||
| Date: April 29, 2025 | By: | /s/ Michael E. Tarvin |
| Michael E. Tarvin | ||
| Senior Executive Vice President, General Counsel and Secretary | ||