The Ensign Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ENSG
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 16, 2024
The Ensign Group, Inc .
(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) | (Zip Code) | |||||||||||||||||||
Registrant's telephone number, including area code: (949 ) 487-9500
Not Applicable
(Former name or former address, if changed since last report.)
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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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The Ensign Group, Inc. (the “Company”) was held on May 16, 2024. The number of issued and outstanding shares of the Company’s common stock entitled to vote at the Annual Meeting was 56,904,585. These shares were issued and outstanding as of March 21, 2024, which was the record date for the Annual Meeting. There were present at the Annual Meeting, either in person or by proxy, 52,709,432 shares of the Company’s common stock. The matters voted upon at the Annual Meeting and the results of the votes were as follows:
1.The two nominees named below were elected to serve as Class II directors of the board of directors, to serve until the 2027 Annual Meeting, until a successor is elected and qualified, and the voting rights were as follows
| Votes | Votes | |||||||||||||||||||
| Nominee | For | Against | Abstain(a) | |||||||||||||||||
| Class II directors elected for a three-year term | ||||||||||||||||||||
| Christopher R. Christensen | 44,933,814 | 3,971,004 | 22,264 | |||||||||||||||||
| Daren J. Shaw | 43,852,515 | 5,035,017 | 39,550 | |||||||||||||||||
2. The approval of the amendment to the Certificate of Incorporation to increase the size of The Ensign Group's Board of Directors to nine from eight, and the voting results were as follows:
| Votes For | Votes Against | Abstentions(b) | ||||||||||||
| 52,516,066 | 175,150 | 18,216 | ||||||||||||
3. The selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024 was ratified, and the voting results were as follows:
| Votes For | Votes Against | Abstentions(b) | ||||||||||||
| 51,515,792 | 1,173,592 | 20,048 | ||||||||||||
4. The compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved on an advisory basis, and the voting results were as follows:
| Votes For | Votes Against | Abstentions(c) | ||||||||||||
| 47,696,730 | 1,205,218 | 25,134 | ||||||||||||
(a) The number of Broker non-votes was 3,782,350. Abstentions and broker non-votes are not counted as a vote caste either “For” or “Against” each nominee’s election.
(b) The number of Broker non-votes was zero. Abstentions and broker non-votes were counted as shares entitled to vote and had the same effect as votes against the proposal.
(c) The number of Broker non-votes was 3,782,350. Abstentions and broker non-votes were counted as shares entitled to vote and had the same effect as votes against the proposal.
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.
| THE ENSIGN GROUP, INC. | ||||||||
Dated: May 17, 2024 | /s/ Chad A. Keetch | |||||||
| Chad A. Keetch | ||||||||
| Chief Investment Officer | ||||||||