UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 23, 2026
SELECT MEDICAL HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34465 | 20-1764048 | ||
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including area code)
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 $0.001 per share | SEM | New York Stock Exchange (NYSE) |
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 communications 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 either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if either 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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of stockholders (the “Annual Meeting”) of Select Medical Holdings Corporation (the “Company”) was held on April 23, 2026. At the Annual Meeting, the Company’s stockholders approved five proposals. The proposals below are described in the Company’s definitive proxy statement dated March 4, 2026. The results are as follows:
Proposal 1: The Election of Three Class II Directors to the Board of Directors
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Robert A. Ortenzio | 111,618,633 | 2,388,573 | 30,199 | 3,812,633 | ||||||||||||
| Daniel J. Thomas | 112,624,578 | 1,382,053 | 30,774 | 3,812,633 | ||||||||||||
| Parvinderjit S. Khanuja | 113,275,867 | 731,003 | 30,535 | 3,812,633 | ||||||||||||
Proposal 2: Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 110,664,208 | 3,339,567 | 33,630 | 3,812,633 | |||||||||||
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 116,286,685 | 1,534,942 | 28,411 | 0 | |||||||||||
Proposal 4: Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Phase Out the Classified Structure of the Board of Directors
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 113,798,371 | 233,759 | 5,275 | 3,812,633 | |||||||||||
Proposal 5: Non-Binding Advisory Vote on Company Proposal to Provide Stockholders the Right to Call a Special Meeting of Stockholders at a 25% Ownership Threshold
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 96,440,477 | 13,333,066 | 4,263,862 | 3,812,633 | |||||||||||
Proposal 6: Non-Binding Advisory Vote on Shareholder Proposal to Provide Stockholders the Right to Call a Special Meeting of Stockholders at a 10% Ownership Threshold
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 22,780,354 | 91,191,886 | 65,165 | 3,812,633 | |||||||||||
| Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION | ||
| Date: April 24, 2026 | By: | /s/ John F. Duggan |
| John F. Duggan | ||
| Executive Vice President, General Counsel and Secretary | ||