Surgery Partners Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect the three Class II director nominees (Devin O’Reilly, Brent Turner and Laura L. Forese, M.D.) to the Board for three-year terms.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This is a non-binding advisory (“say-on-pay”) proposal asking stockholders to approve the Company’s executive compensation disclosures and the compensation paid to named executive officers as detailed in the proxy. Management is seeking this advisory approval to confirm stockholder support for its pay design, which emphasizes a mix of base salary, short-term cash incentives tied to Adjusted EBITDA, Net Revenue and cash flow, and long-term equity awards (time-based restricted stock and multi-year performance stock units) that vest subject to financial performance and TSR modifiers. The Compensation Committee frames the program as pay-for-performance, with a substantial portion of NEO pay at risk and multi-year vesting to promote retention and alignment with long-term stockholder value. The filing notes that the Committee uses an independent consultant, a peer group benchmarking process, and specific performance metrics (including Adjusted EBITDA targets for PSUs) when setting awards, and that the Committee retains discretion to adjust awards and emphasize clinical quality. The vote is advisory; however, the Board and Compensation Committee state they will review and consider the voting results when evaluating the effectiveness of compensation policies and making future pay decisions, making the outcome an important governance signal. Company-specific context includes weaker-than-expected 2025 results (Adjusted EBITDA and cash flow below threshold, net loss for 2025) which led to no cash incentive payouts for 2025, and a prior-year say-on-pay approval of approximately 83% in 2025, indicating generally strong investor support to date. For investors, the key considerations are whether the performance metrics and multi-year PSU structure meaningfully align pay with sustainable value creation, how discretion (e.g., adjustments, emphasis on clinical quality) is exercised, and the responsiveness of management to stockholder feedback as reflected in future compensation program changes.

3. 3

   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

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When is the Surgery Partners Inc 2026 annual meeting?

Surgery Partners Inc (SGRY) holds its 2026 annual shareholder meeting on Friday, June 5, 2026.

What is the record date for the Surgery Partners Inc 2026 meeting?

The record date for the Surgery Partners Inc 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Surgery Partners Inc's 2026 meeting?

The board is presenting 3 director nominees at the Surgery Partners Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Surgery Partners Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Surgery Partners Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.