Independent
Tenure on this board
6.4 yrs
10 nominees · 3 ballot items.
Election of 10 directors; Ratification of PricewaterhouseCoopers LLP as independent auditor; Advisory approval of named executive officer compensation (say-on-pay).
Elect 10 directors to the board to serve until the 2027 annual meeting.
Ratify appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2026 audit period.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory 'say-on-pay' proposal asks stockholders to approve, on a non-binding basis, the overall compensation of Encompass Health’s named executive officers as presented in the proxy materials, including the Compensation Discussion and Analysis and related tables. Management seeks this approval to confirm alignment between its executive pay program and shareholder interests, relying on a mix of annual and long-term incentives tied to Adjusted EBITDA, quality/strategic objectives, normalized EPS, ROIC, and relative TSR modifiers. The board and the Compensation and Human Capital Committee recommend a vote FOR, citing robust governance features: capped awards, multi-metric incentive designs, clawback provisions, stock ownership guidelines, limited perquisites, and independent compensation consulting. The board points to historical strong shareholder support (97.6% approval in 2025) and the Committee’s view that the program appropriately balances incentive and risk mitigation as justifications for seeking renewed endorsement. Because the vote is advisory, it does not bind the Company, but the board commits to consider stockholder feedback and to potentially adjust practices if significant opposition emerges; the board also indicates it will hold the advisory vote annually.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.57% | 5,521,152 | $534M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.00% | 4,959,545 | $480M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.53% | 4,496,608 | $435M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.50% | 4,466,237 | $432M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.42% | 3,395,320 | $328M |
| 6 | BlackRock, Inc. | 3.41% | 3,385,832 | $328M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.25% | 3,228,026 | $312M |
| 8 | STATE STREET CORP | 3.17% | 3,144,974 | $304M |
| 9 | Invesco Ltd. | 2.89% | 2,869,114 | $278M |
| 10 | ALLIANCEBERNSTEIN L.P. | 2.64% | 2,621,245 | $278M |
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