8-K

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 16, 2019

Encompass Health Corporation

(Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-10315	63-0860407
(Commission File Number)	(IRS Employer Identification No.)

9001 Liberty Parkway, Birmingham, Alabama 35242

(Address of Principal Executive Offices, Including Zip Code)

(205) 967-7116

(Registrant’s Telephone Number, Including Area Code)

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:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EHC	New York Stock Exchange

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors.

On December 16, 2019, the Board of Directors (the “Board”) of Encompass Health Corporation (the “Corporation”), unanimously approved, effective as of January 1, 2020, an increase in the number of directors constituting the Board of the Corporation from 11 to 14 and, upon the recommendation of its Nominating/Corporate Governance Committee, the appointment of Patricia Maryland, Terrance Williams, and Greg Carmichael as directors to fill the vacant seats. The new directors have not yet been assigned to committees of the Board. The Board found each new director to be independent for purposes of the listing standards of The New York Stock Exchange and the Corporation’s Corporate Governance Guidelines. Each will be compensated for his or her board service in accordance with the standard compensation practices for non-employee directors, which are more fully described in the “Corporate Governance and Board Structure - Compensation of Directors” section of the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2019. There are no arrangements or understandings between any of the new directors and any other person pursuant to which such directors were selected to serve on the Board, nor are any of the new directors participants in any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K. On December 19, 2019, the Corporation issued a press release, attached hereto as Exhibit 99.1, announcing these appointments to the Board.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Description
99.1	Press release of Encompass Health Corporation, dated December 19, 2019.
104	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

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.

ENCOMPASS HEALTH CORPORATION
By:	/S/ PATRICK DARBY
	Name:	Patrick Darby
	Title:	Executive Vice President, General Counsel and Secretary

Dated: December 19, 2019

EX-99.1

Exhibit 99.1

Media Contact

Casey Lassiter, 205 447-6410

casey.lassiter@encompasshealth.com

Investor Relations Contact

Crissy Carlisle, 205 970-5860

crissy.carlisle@encompasshealth.com

ENCOMPASS HEALTH APPOINTS THREE NEW INDEPENDENT DIRECTORS TO ITS BOARD OF DIRECTORS

BIRMINGHAM, Ala., Dec. 19, 2019 - Encompass Health Corporation (NYSE: EHC) today announced the appointment of three new independent directors, Greg Carmichael, Patricia Maryland, and Terrance Williams, effective January 1, 2020. The appointments will expand the Encompass Health board to 14 director seats as part of its ongoing succession planning.

Mr. Carmichael, age 57, joins the Encompass Health board with significant experience in information technology, analytics, and finance. Mr. Carmichael currently serves as chairman, president and chief executive officer of Fifth Third Bancorp. Since joining Fifth Third in 2003, he has also served as the chief operating officer and chief information officer. Prior to that, he was vice president and chief information officer for Emerson Electric, a worldwide provider of technology and energy solutions, and from 1986 to 1996, he served in several information technology and leadership roles at General Electric.

Ms. Maryland, age 66, joins the Encompass Health board with extensive healthcare experience.Her career in healthcare administration spans 40 years, most recently serving as an Executive Vice President for Ascension and the president and chief executive officer at Ascension Healthcare, a leading non-profit health system operating more than 2,600 sites of care including 150 hospitals and more than 50 senior living facilities in 20 states and the District of Columbia, from July 2017 through June 2019. Prior to that, Ms. Maryland held other executive and management positions in the Ascension organization for 13 years.

Mr. Williams, age 51, joins the Encompass Health board with a broad base of marketing, insurance (payor), and regulated-industry experience. He most recently served as executive vice president and chief marketing officer for Nationwide Mutual Insurance Company as well as the president of the Nationwide’s Emerging Businesses Group, which included legacy niche and emerging businesses, innovation teams, and a venture capital fund. Over a 30-year career in the insurance industry, Mr. Williams has served in various executive and leadership roles.

“We are pleased that Pat, Terrance and Greg, each an extremely accomplished and respected executive, will bring a wide and diverse range of skills and experiences to the Encompass Health Board,” said Leo I. Higdon Jr., Chairman of Encompass Health’s Board of Directors. “The appointment of these individuals reflects our commitment to adding new skills and perspectives in order to facilitate board transition as part of our succession planning, while maintaining the Company’s position as the leading provider of integrated healthcare solutions in a rapidly changing healthcare environment.”

About Encompass Health

As a national leader in integrated healthcare services, Encompass Health (NYSE: EHC) offers both facility-based and home-based patient care through its network of inpatient rehabilitation hospitals, home health agencies and hospice agencies. With a national footprint that includes 133 hospitals, 245 home health locations, and 82 hospice locations in 37 states and Puerto Rico, the Company is committed to delivering high-quality, cost-effective, integrated care across the healthcare continuum. Encompass Health is ranked as one of Fortune’s 100 Best Companies to Work For. Encompass Health can be found on the Web at www.EncompassHealth.com.

XML

Document and Entity Information Document and Entity Information	Dec. 16, 2019
Cover page.
Document Type	8-K
Document Period End Date	Dec. 16, 2019
Entity Registrant Name	Encompass Health Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-10315
Entity Tax Identification Number	63-0860407
Entity Address, Address Line One	9001 Liberty Parkway
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35242
City Area Code	205
Local Phone Number	967-7116
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Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	EHC
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0000785161