Select Medical Holdings Corp

1. 1

   The Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated March 2, 2026 and approve the transactions contemplated by the Merger Agreement, including the merger where the company becomes a wholly-owned subsidiary of Parent and holders will receive $16.50 per share in cash (subject to exceptions and appraisal rights).

   More detail

   The Merger Proposal asks shareholders to approve an Agreement and Plan of Merger under which Parent will acquire all outstanding Company Shares for $16.50 per share in cash, subject to specified exceptions (including rollover shares) and applicable tax withholdings. Management and the Special Committee negotiated the transaction following a strategic review; Goldman Sachs delivered a fairness opinion that the price is fair from a financial point of view to unaffiliated shareholders. Approval requires both a majority of all outstanding shares entitled to vote and a majority excluding Parent-affiliated stockholders; broker non-votes and abstentions count as against the Merger. The board recommends approval citing the Special Committee’s process, independent advisors, premium to unaffected trading price, and limited realistic alternative bidders. The Merger Agreement includes customary covenants, non-solicitation provisions with fiduciary out, termination fees (including a Company Termination Fee of $66,504,813 and a Parent Termination Fee), appraisal rights under Delaware law for dissenting shareholders, and conditions such as regulatory clearances and financing commitments. The vote is a condition to closing; if not approved, the company remains public and shareholders retain ongoing exposure. The recommendation reflects the board’s view that the price and transaction terms balance execution certainty with protections for unaffiliated shareholders, while acknowledging risks including lost future upside, regulatory approval risk, and potential conflicts from insiders and rollover holders.

2. 2

   The Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory approval of the merger-related compensation (golden parachute) that will or may become payable to the Company’s named executive officers as disclosed in the proxy statement.

3. 3

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting from time to time, to a later date(s) to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the Special Meeting.

   More detail

   The Adjournment Proposal seeks shareholder approval to adjourn the Special Meeting to solicit additional proxies if there are insufficient votes to approve the Merger Agreement, or if a quorum is absent, within specified limitations. Management requests this authority to allow more time to persuade shareholders and to obtain the Requisite Stockholder Approvals; the proposal sets caps on aggregate adjournment time and parental consent for certain adjournments. The board recommends approval to preserve flexibility to secure approval of the Merger, acknowledging the potential for strategic use of adjournment to change voting outcomes. A vote for the Adjournment Proposal will not alter the substance of the Merger Agreement but could materially affect the timing and ultimate outcome of the shareholder decision by permitting further solicitation and potentially changing vote tallies.

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When is the Select Medical Holdings Corp 2026 special meeting?

Select Medical Holdings Corp (SEM) holds its 2026 special shareholder meeting on Friday, June 26, 2026.

What is the record date for the Select Medical Holdings Corp 2026 meeting?

The record date for the Select Medical Holdings Corp 2026 meeting is Monday, May 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Select Medical Holdings Corp's 2026 meeting?

The board is presenting 10 director nominees at the Select Medical Holdings Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Select Medical Holdings Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Select Medical Holdings Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.