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Washington, DC 20549






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 28, 2020





(Exact name of registrant as specified in its charter)




Delaware   001-34465   20-1764048
(State or other jurisdiction of
  (Commission File
  (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 28, 2020. At the Annual Meeting, the Company’s stockholders approved four proposals. The proposals below are described in the Company’s definitive proxy statement dated March 4, 2020. 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
Bryan C. Cressey   92,260,219   32,020,816     31,147     3,972,396 
Robert A. Ortenzio   115,220,532   9,061,039     30,611     3,972,396
Daniel J. Thomas   111,306,554   12,974,208     31,420     3,972,396


Proposal 2: Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers


Votes For   Votes Against     Abstentions     Broker Non-Votes
117,683,466   5,966,338     662,378     3,972,396


Proposal 3: Approval of the Select Medical Holdings Corporation 2020 Equity Incentive Plan


Votes For   Votes Against     Abstentions     Broker Non-Votes
121,111,013   3,186,931     14,238     3,972,396


Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020


Votes For   Votes Against     Abstentions     Broker Non-Votes
126,850,753   1,372,584     61,241     0







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.


Date: April 28, 2020 By:   /s/ Michael E. Tarvin
    Michael E. Tarvin
    Executive Vice President, General Counsel and Secretary