UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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. |
Amendment to 2020 Equity Incentive Plan
The annual meeting of stockholders (the “Annual Meeting”) of the Company was held on April 25, 2024. At the Annual Meeting, the stockholders of Select Medical Holdings Corporation (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”) approved an amendment to the Company’s 2020 Equity Incentive Plan (the “Plan”) to increase the total share reserve under the Plan to 5,925,000 shares and add a minimum vesting period of one year for awards granted under the Plan, with exceptions for (i) awards granted for up to an aggregate of five percent of the maximum number of shares authorized for issuance under the Plan and (ii) acceleration of vesting of awards in the case of certain qualifying terminations of employment and in the event of certain corporate transactions at the Company’s Human Capital and Compensation Committee’s discretion.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Plan, 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 amendment to the Plan can be found in the “Approval of an Amendment to the Company’s 2020 Equity Incentive Plan—Proposal #3” in the definitive proxy statement for the Company’s 2024 annual meeting of stockholders filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2024 (the “2024 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 approved an amendment to the Amended and Restated Certificate of Incorporation (the “Charter”), providing limited exculpation to covered officers in order to align with new Delaware law provisions. The amendment of Charter exculpates the Company’s officers from monetary liability for certain fiduciary duty breaches, to the extent permitted by Section 102(b)(7) of the Delaware General Corporation Law.
A description of the amendment can be found in “Approval of Amendment to the Amended and Restated Certificate of Incorporation to Include New Delaware Law Provisions Regarding Officer Exculpation—Proposal #5”in the Proxy Statement. The amendment of Charter became effective upon the filing of a certificate of amendment with the Delaware Secretary of State on April 26, 2024.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders approved seven proposals. The proposals below are described in the Company’s definitive proxy statement dated March 15, 2024. The results are as follows:
Proposal 1: The Election of Three Class III Directors to the Board of Directors
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| James S. Ely III | 102,880,768 | 18,037,258 | 28,732 | 2,545,553 | ||||
| Rocco A. Ortenzio | 114,949,540 | 5,968,478 | 28,740 | 2,545,553 | ||||
| Thomas A. Scully | 114,375,405 | 6,542,501 | 28,852 | 2,545,553 |
Proposal 2: Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 106,777,980 | 14,125,946 | 42,832 | 2,545,553 |
Proposal 3: Approval of Amendment to the Company’s 2020 Equity Incentive Plan to Increase the Total Share Reserve and Add a Minimum Vesting Period
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 119,196,980 | 1,718,471 | 31,307 | 2,545,553 |
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 122,477,547 | 987,844 | 26,920 | 0 |
Proposal 5: Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation To Permit the Exculpation of Officers of the Company
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 116,474,404 | 4,352,165 | 119,189 | 2,545,553 |
Proposal 6: Non-Binding Advisory Vote on Stockholder’s Simple Majority Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 74,680,241 | 46,242,865 | 23,652 | 2,545,553 |
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) |
| 10.1 | Amendment to the 2020 Equity Incentive Plan 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 registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION | ||
| Date: April 26, 2024 | By: | /s/ Michael E. Tarvin |
| Michael E. Tarvin | ||
| Executive Vice President, General Counsel and Secretary | ||