Independent
Tenure on this board
1.9 yrs
11 nominees · 3 ballot items.
Elect 11 directors; approve, on a non-binding advisory basis, the compensation of the named executive officers; ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026; and transact any other business properly coming before the meeting.
Elect 11 nominees to serve as directors until their successors are duly elected and qualified.
A non-binding advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer (NEO) compensation disclosure, a standard "say-on-pay" item intended to provide shareholder feedback on pay philosophy and implementation. Management seeks shareholder approval to signal support for its pay program, which comprises base salary, a short-term cash incentive program (STIP) tied to corporate and individual performance, and long-term equity incentives delivered 35% as time-based RSUs and 65% as performance-based RSUs (PRSUs) with three-year vesting and a three-year relative TSR modifier. The Committee selected Adjusted EBITDAR (60%) and net revenue (40%) as performance metrics for PRSUs and set threshold/target/maximum levels, and for 2025 adopted a one-year performance period (with three-year vesting) to address regulatory uncertainty while preserving multi-year alignment. The STIP’s corporate component required meeting a minimum Adjusted EBITDAR threshold ($740.0M) to fund payouts; 2025 actual Adjusted EBITDAR fell below that threshold, resulting in no formulaic corporate payouts, though the Committee exercised discretion to grant limited cash bonuses to certain NEOs in recognition of contributions and transitional circumstances. The Board recommends FOR the proposal on the basis that the program links pay to performance, aligns executives with long-term stockholder interests through performance equity and TSR linkage, and supports retention and recruitment of senior talent. Key context: the Company’s 2025 operational results showed revenue and adjusted EBITDA growth but missed the STIP funding threshold due to professional fee inflation and payor denials; the company’s 2025 PRSU achievement was 90.1% of target subject to TSR adjustment and continued employment. The vote is advisory and non-binding, but the Compensation Committee will review the outcome and incorporate stockholder feedback into future decisions; prior say-on-pay support in 2025 was strong (~99%), which the Committee views as validation of its approach.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CHAI TRUST CO LLC | 53.9% | 77,246,499 | $661M |
| 2 | Ventas, Inc. | 6.5% | 9,342,501 | $80M |
| 3 | GOLDENTREE ASSET MANAGEMENT LP | 1.6% | 2,303,113 | $20M |
| 4 | AMERIPRISE FINANCIAL INC | 1.2% | 1,662,156 | $14M |
| 5 | CastleKnight Management LP | 0.8% | 1,076,967 | $9M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.7% | 1,008,438 | $9M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 0.7% | 936,856 | $8M |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.6% | 930,668 | $8M |
| 9 | BlackRock, Inc. | 0.6% | 797,192 | $7M |
| 10 | BlackRock, Inc. | 0.5% | 713,853 | $6M |
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