[8-K] Enhabit, Inc. Reports Material Event

Rhea-AI Filing Summary

Enhabit (NYSE:EHAB) filed an 8-K reporting results of its 26 June 2025 annual meeting. Shareholders approved the 2025 Equity & Incentive Compensation Plan, reserving up to 3.3 million shares (≈6.5% of the 50.6 million outstanding) for options, RSUs and performance awards. The plan, administered by the Compensation & Human Capital Committee, includes a $750k annual cap on non-employee director pay and allows performance metrics spanning EBITDA, revenue and quality-of-care. All 10 directors were re-elected, PwC was ratified as auditor and the say-on-pay resolution passed. Support for the equity plan was strong at 31.0 M for vs 0.4 M against. While the plan aligns incentives, it introduces potential dilution and higher stock-based compensation expense.

Positive

• Approval of performance-based 2025 Equity Plan aligning awards with EBITDA, revenue and quality-of-care metrics
• Non-employee director compensation capped at $750k per year, reinforcing governance discipline

Negative

• Plan authorizes up to 3.3 million new shares (≈6-7 % potential dilution) that could increase stock-based compensation expense
• Committee retains ability to amend the plan within certain limits, creating possible future governance concerns

Insights

Financial Analyst

TL;DR: 3.3 M-share plan adds ~6 % dilution and lifts SBC cost; monitor share burn.

The new reserve equals about 6-7 % of shares outstanding, a meaningful issuance head-room. If fully granted and amortised over four years, GAAP compensation expense could climb roughly $20-25 M annually, pressuring EPS unless offset by growth or buybacks. Flexibility to grant options, RSUs and cash-settled awards lets the board tailor pay but also increases forecasting uncertainty around share count. Investors should track quarterly dilution, burn rate and the mix of performance versus time-based awards.

Governance Specialist

TL;DR: Strong 87 % support; performance metrics and $750k cap improve alignment.

Shareholder backing across all proposals indicates confidence in the board. The plan’s broad metric set—EBITDA, patient outcomes and IRR—encourages balanced decision-making beyond share price focus. Capping director compensation at $750k and recycling forfeited shares curbs excessive dilution. Material amendments still require shareholder approval, limiting unilateral changes. Relative to peers, the 6-7 % reserve is moderate, suggesting governance risk is contained.

false000180373700018037372025-06-262025-06-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 26, 2025

Enhabit, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-41406			47-2409192
(State or other jurisdiction			(Commission			(IRS Employer
of incorporation)			File Number)			Identification No.)

6688 N. Central Expressway, Suite 1300, Dallas, Texas 75206

(Address of principal executive offices, including zip code)

(214) 239-6500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐			Written communication 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))

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 $0.01 per share			EHAB			New York Stock Exchange

Indicate by check mark whether the 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 the 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 26, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Enhabit, Inc. (the “Company”), the stockholders of the Company approved the Enhabit, Inc. 2025 Equity and Incentive Compensation Plan (the “2025 Equity Plan”).

The 2025 Equity Plan is generally administered by the Compensation & Human Capital Committee of the Board (the “Committee”) and permits grants of option rights, appreciation rights (“SARs”), restricted stock awards, restricted stock units, performance shares, performance units, cash incentive awards, and other share-based awards, upon the terms and conditions as further described in the 2025 Equity Plan, to among others (1) the Company’s officers and other employees (and those of its subsidiaries), including persons who have agreed to commence serving in such capacity within 90 days of the grant of the applicable award and (2) the Company’s non-employee directors.

Subject to adjustment as described in the 2025 Equity Plan, and subject to the 2025 Equity Plan’s share counting rules, a total of 3,300,000 shares of common stock of the Company are available for awards granted under the 2025 Equity Plan, minus (A) any shares of Common Stock subject to awards granted under the Enhabit, Inc. 2022 Omnibus Performance Incentive Plan (the “2022 Omnibus Plan”) after April 29, 2025 and prior to the date of the Annual Meeting, plus (B) the shares that are subject to awards granted under the 2025 Equity Plan or the 2022 Omnibus Plan that are added (or added back, as applicable) to the aggregate number of shares available under the 2025 Equity Plan pursuant to the share counting rules of the 2025 Equity Plan. These shares may be shares of original issuance or treasury shares, or a combination of both. The 2025 Equity Plan provides that no non-employee director of the Company may be granted compensation for such service having an aggregate maximum value (measured at the grant date, as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $750,000 within any one calendar-year period, except that this limit does not apply to (1) distributions of previously deferred compensation under a deferred compensation plan maintained by the Company, (2) compensation received by the director in his or her capacity as an executive officer or employee of the Company, or (3) any compensation resulting from non-preferential dividends or dividend equivalents associated with outstanding equity awards.

The 2025 Equity Plan permits the Committee to make certain performance-based awards to participants under the 2025 Equity Plan. The following is a non-exhaustive list of performance measures that could be used for such performance-based awards: (1) earnings (including, but not limited to, earnings per share); (2) profit (including, but not limited to, net profit, gross profit, operating profit, economic profit, profit margins or other profit measures); (3) net or operating income; (4) revenue; (5) stock price or performance; (6) stockholder return; (7) return measures (including, but not limited to, return on assets, capital, equity or revenue); (8) earnings before interest, taxes, depreciation and amortization (“EBITDA”); (9) operating or EBITDA margins; (10) market share; (11) expenses (including, but not limited to, expense management, expense efficiency ratios or other expense measures); (12) business expansions or consolidation (including but not limited to, acquisitions and divestitures); (13) internal rate of return; (14) planning accuracy (as measured by comparing planned results to actual results); (15) year-over-year patient volume growth; (16) year-over-year changes in expense line items; (17) cash flow measures (including, but not limited to, free cash flow); (18) prevention of failures of internal controls or compliance; (19) quality of care metrics (including, but not limited to, PEM Score, functional improvement measures, patient satisfaction and other metrics tracked by Medicare or Medicaid); or (20) any combination of the foregoing, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

The Board generally will be able to amend the 2025 Equity Plan, subject to stockholder approval in certain circumstances as described in the 2025 Equity Plan.

This description of the 2025 Equity Plan is qualified in its entirety by reference to the full text of the 2025 Equity Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 26, 2025, the Company held its Annual Meeting. On April 29, 2025, the record date for the Annual Meeting, there were 50,637,417 shares of the Company’s common stock outstanding with each such share entitled to one vote. The holders of 34,629,820 shares (68.39%) of the Company’s common stock were present in person or represented by proxy during the Annual Meeting.

The number of votes cast for or against as well as abstentions and broker non-votes, as applicable, with respect to each matter is set forth below.

Proposal 1. Election of Board of Directors

The following persons were elected as directors of the Company for a one-year term expiring at the 2026 Annual Meeting of Stockholders with the following vote:

Name of Nominee			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
Jeffrey W. Bolton			29,143,147			2,324,043			5,985			3,156,645
Tina L. Brown-Stevenson			31,099,255			355,000			18,920			3,156,645
Charles M. Elson			28,944,976			2,518,658			9,541			3,156,645
Erin P. Hoeflinger			31,414,111			53,543			5,521			3,156,645
Barbara A. Jacobsmeyer			31,404,293			63,108			5,774			3,156,645
Stuart M. McGuigan			31,269,548			194,086			9,541			3,156,645
Mark W. Ohlendorf			31,381,851			85,489			5,835			3,156,645
Stephan S. Rodgers			31,278,344			189,208			5,623			3,156,645
Gregory S. Rush			31,423,418			43,644			6,113			3,156,645
Barry P. Schochet			30,909,746			557,481			5,948			3,156,645

Proposal 2. Ratification of Independent Accountants

The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified with the following vote:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
34,396,081			209,447			24,292			—

Proposal 3. Advisory vote on the compensation of the Company’s named executive officers

This advisory vote on the compensation of the Company’s named executive officers was approved with the following vote:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
30,895,156			359,010			219,009			3,156,645

Proposal 4. Approval of the 2025 Equity Plan

The Enhabit, Inc. 2025 Equity and Incentive Compensation Plan was approved with the following vote:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
31,034,364			427,321			11,490			3,156,645

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number						Description
10.1						Enhabit, Inc. 2025 Equity Incentive Plan.
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

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 hereunto duly authorized.

ENHABIT, INC.
By:			/s/ Dylan C. Black
			Name:			Dylan C. Black
			Title:			General Counsel

Dated: June 26, 2025

FAQ

How many shares are reserved under Enhabit’s 2025 Equity Plan (EHAB)?

The plan reserves 3,300,000 shares of common stock, adjusted for certain grants and forfeitures per share-counting rules.

What percentage of outstanding shares could the new plan dilute?

At the 50,637,417 shares outstanding on April 29 2025, the maximum reserve equates to approximately 6-7 % dilution.

How did shareholders vote on the 2025 Equity Plan?

The proposal passed with 31,034,364 votes for, 427,321 against, 11,490 abstentions and 3,156,645 broker non-votes.

Was Enhabit’s 2025 say-on-pay proposal approved?

Yes. The advisory vote on executive compensation received 30,895,156 votes for versus 359,010 against.

Which audit firm will serve Enhabit for fiscal 2025?

Shareholders ratified PricewaterhouseCoopers LLP with 34,396,081 votes for and 209,447 against.

What is the annual equity compensation limit for Enhabit’s non-employee directors?

Under the new plan, director compensation is limited to $750,000 in aggregate grant-date value per calendar year.