Encompass Health adds independent director Cain A. Hayes

Encompass Health Corporation reported that its Board of Directors elected Cain A. Hayes as a director on January 30, 2026, following a recommendation from its Nominating/Corporate Governance Committee.

Rhea-AI Filing Summary

Encompass Health Corporation reported that its Board of Directors elected Cain A. Hayes as a director on January 30, 2026, following a recommendation from its Nominating/Corporate Governance Committee. The Board has determined that Mr. Hayes is independent under New York Stock Exchange listing standards and the company’s Corporate Governance Guidelines.

Mr. Hayes will receive compensation consistent with the company’s standard practices for nonemployee directors, as described in its April 1, 2025 proxy statement. The company stated there are no arrangements or understandings with other persons related to his selection and no related party transactions involving him that require disclosure. A press release dated February 2, 2026, announcing his election, is included as an exhibit.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Encompass Health Corporation (EHC) announce in this 8-K filing?

Encompass Health Corporation announced the election of Cain A. Hayes to its Board of Directors. The filing states he was chosen on January 30, 2026 and is considered independent under New York Stock Exchange standards and the company’s Corporate Governance Guidelines.

Who is Cain A. Hayes in relation to Encompass Health Corporation (EHC)?

Cain A. Hayes has been elected as a director on the Board of Encompass Health Corporation. The Board determined he meets independence requirements, and he will receive standard nonemployee director compensation as described in the company’s April 1, 2025 definitive proxy statement.

Is Cain A. Hayes considered an independent director at Encompass Health (EHC)?

Yes, the Board determined that Cain A. Hayes is independent. The filing specifies that he satisfies the independence standards of the New York Stock Exchange and the company’s Corporate Governance Guidelines, which is important for board oversight and corporate governance practices.

How will Encompass Health (EHC) compensate new director Cain A. Hayes?

Cain A. Hayes will be compensated according to Encompass Health’s standard practices for nonemployee directors. The filing points to the “Corporate Governance and Board Structure – Compensation of Directors” section of the April 1, 2025 definitive proxy statement for a full description of that compensation program.

Are there any related party transactions disclosed involving Cain A. Hayes and Encompass Health (EHC)?

No related party transactions are disclosed involving Cain A. Hayes. The filing states there are no arrangements or understandings with any person regarding his selection and that he is not involved in transactions requiring disclosure under Item 404(a) of Regulation S-K.

Did Encompass Health (EHC) issue a press release about the election of Cain A. Hayes?

Yes, Encompass Health issued a press release on February 2, 2026 announcing the election of Cain A. Hayes. This press release is included as Exhibit 99.1 to the report, providing public communication of the Board’s decision.

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Accepted by SEC EDGAR 02/02/2026 - 04:39 PM Learn about SEC filing dates

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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): January 30, 2026

Encompass Health Corporation

(Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-10315			63-0860407
(Commission File Number)			(IRS Employer Identification No.)

9001 Liberty Parkway, Birmingham, Alabama 35242

(Address of Principal Executive Offices, Including Zip Code)

(205) 967-7116

(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:

☐			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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.     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. ☐

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			EHC			New York Stock Exchange

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director.

On January 30, 2026, the Board of Directors (the “Board”) of Encompass Health Corporation (the “Company”), upon the recommendation of its Nominating/Corporate Governance Committee, elected Cain A. Hayes as director. The Board has not yet appointed Mr. Hayes to a committee. The Board has determined Mr. Hayes is independent for purposes of the listing standards of The New York Stock Exchange and the Company’s Corporate Governance Guidelines. He will be compensated for his board service in accordance with the standard compensation practices for nonemployee directors of the Company, which are more fully described in the “Corporate Governance and Board Structure – Compensation of Directors” section of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2025. There are no arrangements or understandings between Mr. Hayes and any other person pursuant to which he was selected to serve on the Board, nor is he a participant in any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.

On February 2, 2026, the Company issued a press release, attached hereto as Exhibit 99.1, announcing these matters.

ITEM 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number						Description
99.1						Press release of Encompass Health Corporation, dated February 2, 2026.
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.

ENCOMPASS HEALTH CORPORATION
By:			/S/   Patrick Darby
			Name:			Patrick Darby
			Title:			Executive Vice President, General Counsel and Secretary

Dated: February 2, 2026