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Encompass Health (NYSE: EHC) 2026 Annual Meeting sees all directors, pay and auditor approved

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Encompass Health Corporation reported the results of its Annual Meeting held on May 7, 2026. Stockholders voted on electing ten directors, ratifying PricewaterhouseCoopers LLP as independent auditor, and approving the compensation of named executive officers.

There were 99,565,304 common shares outstanding as of the record date, with each share entitled to one vote. Votes representing 92.5% of the combined voting power were present by proxy. All ten director nominees received strong support, with votes for each nominee ranging from about 83.9 million to 85.9 million.

Ratification of PricewaterhouseCoopers LLP passed with 88,444,873 votes for, 3,608,490 against, and 68,452 abstentions. The advisory vote on executive compensation (say-on-pay) passed with 83,410,829 votes for, 3,006,776 against, and 102,636 abstentions, along with 5,601,574 broker non-votes on both the director and compensation proposals.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 99,565,304 shares Common stock issued and outstanding as of the Annual Meeting record date
Voting power represented 92.5% Combined voting power of common stock represented by proxy at the Annual Meeting
Auditor ratification votes for 88,444,873 votes Votes for ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm
Auditor ratification votes against 3,608,490 votes Votes against ratifying PricewaterhouseCoopers LLP
Say-on-pay votes for 83,410,829 votes Votes for approving compensation of named executive officers
Say-on-pay votes against 3,006,776 votes Votes against approving compensation of named executive officers
Broker non-votes 5,601,574 votes Broker non-votes on director election and executive compensation proposals
Example director votes for 85,902,549 votes Votes for director nominee Mark J. Tarr
Annual Meeting financial
"During the Annual Meeting on May 7, 2026, the stockholders of Encompass Health Corporation..."
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
independent registered public accounting firm financial
"ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Proposals 1 and 3 each received 5,601,574 broker non-votes."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
compensation of the Company’s named executive officers financial
"approval of the compensation of the Company’s named executive officers, as disclosed in the proxy statement"
combined voting power financial
"Votes representing 92.5% of the combined voting power of the common stock were represented by proxy"
Understanding 8-K Material Events →
false000078516100007851612026-05-072026-05-07


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): May 7, 2026
Encompass Health Corporation
(Exact name of Registrant as specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-1031563-0860407
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareEHCNew York Stock Exchange


Item 5.07. Submission of Matters to a Vote of Security Holders.
During the Annual Meeting on May 7, 2026, the stockholders of Encompass Health Corporation (the “Company”) voted on the following:
1.election of the 10 persons nominated by the Company’s board of directors;
2.ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm; and
3.approval of the compensation of the Company’s named executive officers, as disclosed in the proxy statement filed on April 7, 2026 pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
As of the record date for the Annual Meeting, there were 99,565,304 shares of the Company’s common stock issued and outstanding. Each share of common stock was entitled to one vote on each matter properly brought before the Annual Meeting. The common stock voted together as a class. Votes representing 92.5% of the combined voting power of the common stock were represented by proxy at the Annual Meeting.
The final voting results for the Annual Meeting were as follows:
•Proposal 1, election of directors, each of the nominees was elected:
Name of NomineeVotes For
Votes
Against
Votes
Abstained
Greg D. Carmichael83,864,9852,589,49565,761
Edward M. Christie III85,754,908700,35564,978
Cain A. Hayes84,565,2031,890,39364,645
Joan E. Herman84,637,7061,813,91868,617
Leslye G. Katz84,171,6912,280,31768,233
Kevin J. O’Connor84,595,4151,858,46566,361
Christopher R. Reidy84,905,5611,549,74164,939
Nancy M. Schlichting85,532,660921,68665,895
Mark J. Tarr85,902,549552,77764,915
Terrance Williams84,973,3031,467,14379,795

•Proposal 2, ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, passed:
Votes ForVotes AgainstVotes Abstained
88,444,8733,608,49068,452
•Proposal 3, approval of the compensation of the Company’s named executive officers, passed:
Votes ForVotes AgainstVotes Abstained
83,410,8293,006,776102,636
Proposals 1 and 3 each received 5,601,574 broker non-votes. There were no broker non-votes on Proposal 2.




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: May 11, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What did Encompass Health (EHC) stockholders vote on at the May 7, 2026 Annual Meeting?

Stockholders voted on three key items: electing ten directors, ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm, and approving compensation of named executive officers. All three proposals received sufficient support to pass at the meeting.

How many Encompass Health (EHC) shares were eligible to vote at the 2026 Annual Meeting?

There were 99,565,304 shares of Encompass Health common stock issued and outstanding as of the record date. Each share was entitled to one vote, and the common stock voted together as a single class on all matters presented.

What level of voter participation did Encompass Health (EHC) have at its 2026 Annual Meeting?

Votes representing 92.5% of the combined voting power of Encompass Health common stock were represented by proxy. This indicates very high shareholder participation in the governance decisions presented at the Annual Meeting.

Were all Encompass Health (EHC) director nominees elected at the 2026 Annual Meeting?

Yes, all ten nominees were elected. Each candidate, including Mark J. Tarr and Greg D. Carmichael, received more votes for than against, with support generally above 84 million votes in favor for each director position.

Did Encompass Health (EHC) stockholders ratify PricewaterhouseCoopers LLP as auditor in 2026?

Yes. The proposal to ratify PricewaterhouseCoopers LLP as Encompass Health’s independent registered public accounting firm passed with 88,444,873 votes for, 3,608,490 against, and 68,452 abstentions, and there were no broker non-votes on this item.

How did Encompass Health (EHC) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of the company’s named executive officers in an advisory vote. The proposal received 83,410,829 votes for, 3,006,776 votes against, 102,636 abstentions, and 5,601,574 broker non-votes recorded on this compensation item.

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