Ensign Group tightens bylaws on director nominations

Q: What did ENSG change in its bylaws on August 20, 2026?

The Board of The Ensign Group, Inc. (ENSG) adopted amended and restated bylaws to align with Delaware law, clarify Board and meeting chair powers, revise advance notice and disclosure requirements for stockholder nominations and proposals, add director interview requirements, and make other ministerial and conforming updates.

Q: How did ENSG change the timing for stockholder nomination notices?

The bylaws now generally require stockholder notices 90 to 120 days before the anniversary of the prior annual meeting. If an annual meeting is more than 60 days after that anniversary, notice is due by the earlier of 90 days before the meeting or the tenth day after the meeting is first publicly disclosed.

Q: What new requirements apply to director candidates at ENSG?

Under the amended bylaws, ENSG requires that director candidates must be available to be interviewed by members of the Board regarding their candidacy and qualifications to serve as a director, as part of the company’s updated nomination procedures.

The Ensign Group, Inc. (ENSG) reported that its Board of Directors approved amended and restated bylaws effective August 20, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

The Ensign Group, Inc. (ENSG) reported that its Board of Directors approved amended and restated bylaws effective August 20, 2026. The revisions align the bylaws with developments in Delaware law and clarify Board and meeting chair powers to regulate conduct at stockholder meetings.

The bylaws update procedural mechanics and disclosure requirements for stockholder director nominations and other business proposals, expanding the scope of information required about proposing stockholders, nominees and related persons. They also change the timing window for advance notice to generally 90 to 120 days before the anniversary of the prior annual meeting, with specific rules if a meeting is held more than 60 days after that anniversary.

Director candidates are now required to be available for interviews by Board members regarding their candidacy and qualifications. For the 2027 annual meeting, written notice of stockholder nominations or other business (outside Rule 14a-8) must be received between January 13, 2027 and February 12, 2027, while previously announced Rule 14a-8 and Rule 14a-19 deadlines remain unchanged.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Bylaw effectiveness date: August 20, 2026 Standard advance notice window: 90 to 120 days Trigger for alternative timing rule: More than 60 days +2 more

5 metrics

Bylaw effectiveness date August 20, 2026 Date the Board approved and the amended and restated bylaws became effective

Standard advance notice window 90 to 120 days Permissible timeframe before the anniversary of the prior annual meeting for most stockholder notices

Trigger for alternative timing rule More than 60 days Annual meeting held more than 60 days after the prior meeting’s anniversary changes notice timing mechanics

2027 Annual Meeting notice opening date January 13, 2027 First day ENSG will accept stockholder nominations and other business notices (outside Rule 14a-8) for 2027

2027 Annual Meeting notice deadline February 12, 2027 Last day to submit stockholder nominations and other business notices (outside Rule 14a-8) for 2027

Key Terms

amended and restated bylaws, Delaware law, stockholder nominations of directors, Rule 14a-8, +1 more

5 terms

amended and restated bylaws regulatory

"the Board adopted and approved amended and restated bylaws of the Company"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

Delaware law regulatory

"to, among other things: (i) align the Bylaws with developments in Delaware law"

The body of laws and court decisions that govern companies incorporated in Delaware, often acting as the rulebook and referee for corporate behavior. It matters to investors because many public companies choose Delaware for its predictable rules on governance, mergers, shareholder rights and dispute resolution—similar to picking a venue with a trusted rulebook and experienced referees, which reduces legal uncertainty and can affect company value and takeover outcomes.

stockholder nominations of directors financial

"procedural mechanics and disclosure requirements applicable to stockholder nominations of directors"

Rule 14a-8 regulatory

"other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Rule 14a-19 regulatory

"intending to solicit proxies at the 2027 Annual Meeting in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ENSG change in its bylaws on August 20, 2026?

The Board of The Ensign Group, Inc. (ENSG) adopted amended and restated bylaws to align with Delaware law, clarify Board and meeting chair powers, revise advance notice and disclosure requirements for stockholder nominations and proposals, add director interview requirements, and make other ministerial and conforming updates.

How did ENSG change the timing for stockholder nomination notices?

The bylaws now generally require stockholder notices 90 to 120 days before the anniversary of the prior annual meeting. If an annual meeting is more than 60 days after that anniversary, notice is due by the earlier of 90 days before the meeting or the tenth day after the meeting is first publicly disclosed.

What are the nomination deadlines for ENSG’s 2027 Annual Meeting?

For the 2027 Annual Meeting, stockholder nominations of directors or other business (outside Rule 14a-8) must be received at ENSG’s principal executive office no earlier than January 13, 2027 and no later than February 12, 2027, as stated in the amended bylaws.

Did ENSG change Rule 14a-8 or Rule 14a-19 deadlines for 2027?

No. ENSG states that the deadline for stockholders to submit proposals under Rule 14a-8 and the deadline for persons intending to solicit proxies under Rule 14a-19 for the 2027 Annual Meeting remain as previously announced in the company’s 2026 annual meeting proxy statement.

What new requirements apply to director candidates at ENSG?

Under the amended bylaws, ENSG requires that director candidates must be available to be interviewed by members of the Board regarding their candidacy and qualifications to serve as a director, as part of the company’s updated nomination procedures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/25/2026 - 04:07 PM EDT Accepted by SEC EDGAR 08/25/2026 - 04:06 PM EDT

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): August 20, 2026

The Ensign Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33757

33-0861263

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

29222 Rancho Viejo Road, Suite 127,

San Juan Capistrano,

92675

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (949) 487-9500

Not Applicable

(Former name or former address, if changed since last report.)

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))


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	ENSG	Nasdaq Global Select Market

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 20, 2026, the Board of Directors (the “Board”) of The Ensign Group, Inc. (the “Company”) adopted and approved amended and restated bylaws of the Company (the “Bylaws”) to, among other things: (i) align the Bylaws with developments in Delaware law; (ii) clarify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting; (iii) revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to clarify the scope of information required regarding proposing stockholders, proposed nominees and other related persons; (iv) modify the permissible timeframe for receipt of stockholder notices to 90 to 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders and provide that if an annual meeting of stockholders is more than 60 days after the anniversary of the immediately preceding annual meeting of stockholders, stockholder notices of any director nomination or other proposal must be given no later than the later of the date 90 days prior to the date of such meeting and the tenth day following the date the meeting date for such meeting is first publicly disclosed; (v) require that director candidates must be available to be interviewed by members of the Board with respect to such person’s candidacy and qualifications to serve as a director; and (vi) make certain other updates, including ministerial and conforming changes.

The Bylaws became effective immediately upon their approval by the Board.

This summary is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

In accordance with the Bylaws, for stockholder nominations of directors or submissions of proposals regarding other business to be brought before the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), written notice must be received at the principal executive office of the Company not earlier than January 13, 2027 and not later than February 12, 2027.

The deadline for stockholders to submit proposals pursuant to Rule 14a-8 under the Exchange Act and the deadline for any person intending to solicit proxies at the 2027 Annual Meeting in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19 under the Exchange Act, previously announced in the Company’s proxy statement for the Company’s 2026 annual meeting of stockholders, remain unchanged.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.						Description

3.1						Amended and Restated Bylaws of The Ensign Group, Inc.
104						Cover Page Interactive Data File - the cover page XBRL 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.


						THE ENSIGN GROUP, INC.

Dated: August 25, 2026						/s/ Chad A. Keetch
						Chad A. Keetch
						Chief Investment Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents