Healthcare Services Group (HCSG) investors back directors, Say on Pay and plan amendment

Rhea-AI Filing Summary

Healthcare Services Group, Inc. reported the results of its May 26, 2026 annual shareholder meeting. As of the March 30, 2026 record date, 68,954,000 shares of common stock were outstanding and entitled to vote.

Shareholders elected nine directors, each receiving the highest number of votes cast for their respective seats. They also approved, on an advisory basis, the compensation of named executive officers and ratified Grant Thornton LLP as independent registered public accountants for the fiscal year ending December 31, 2026.

Shareholders further approved an amendment to the 2020 Omnibus Plan to increase the number of shares of common stock available for issuance under the plan by 2,500,000 shares.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares outstanding at record date: 68,954,000 shares Omnibus Plan share increase: 2,500,000 shares Say on Pay votes for: 61,059,063 votes +3 more

6 metrics

Shares outstanding at record date 68,954,000 shares Common stock outstanding and entitled to vote as of March 30, 2026

Omnibus Plan share increase 2,500,000 shares Additional shares available for issuance under the 2020 Omnibus Plan

Say on Pay votes for 61,059,063 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 64,821,277 votes Ratification of Grant Thornton LLP for fiscal year ending December 31, 2026

Director nominee highest support 62,144,612 votes Votes for director nominee Thomas M. Gallagher

Plan amendment votes for 59,690,433 votes Approval of amendment to increase 2020 Omnibus Plan share reserve

Key Terms

Say on Pay Vote, independent registered public accountants, 2020 Omnibus Plan, broker non-votes

4 terms

Say on Pay Vote financial

"The proposal relating to an advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers (the “Say on Pay Vote”)"

independent registered public accountants financial

"ratification of the selection of Grant Thornton LLP as the Company's independent registered public accountants for the current fiscal year"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

2020 Omnibus Plan financial

"Amendment to the 2020 Omnibus Plan to increase the number of shares of Common Stock that are available for issuance thereunder by 2,500,000"

broker non-votes financial

"Votes For | Votes Against | Abstain | 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.

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Accepted by SEC EDGAR 05/27/2026 - 04:14 PM Learn about SEC filing dates

FAQ

What did HCSG shareholders vote on at the May 26, 2026 annual meeting?

Shareholders voted on electing nine directors, an advisory Say on Pay resolution, ratifying Grant Thornton LLP as independent auditors for 2026, and approving an amendment to the 2020 Omnibus Plan to increase available shares for issuance.

How many HCSG shares were entitled to vote at the 2026 annual meeting?

A total of 68,954,000 shares of Healthcare Services Group common stock were outstanding and entitled to notice of and to vote at the annual meeting as of the March 30, 2026 record date, forming the basis for the reported vote results.

Were all Healthcare Services Group director nominees elected in 2026?

Yes, all nine director nominees received a plurality of votes cast and were elected to the board for one-year terms or until their successors are elected and qualified. Individual support levels varied, but each nominee achieved the highest number of votes for their respective seat.

Did HCSG shareholders approve the Say on Pay proposal in 2026?

Yes, the advisory Say on Pay proposal received 61,059,063 votes for, 1,305,516 against and 135,153 abstentions, with 3,607,184 broker non-votes. This means a majority of votes cast supported the company’s named executive officer compensation program.

Which audit firm did HCSG shareholders ratify for the 2026 fiscal year?

Shareholders ratified Grant Thornton LLP as Healthcare Services Group’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 64,821,277 votes for, 1,247,022 against and 38,617 abstentions recorded in the final voting results.

What change was approved to HCSG’s 2020 Omnibus Plan in 2026?

Shareholders approved an amendment to the 2020 Omnibus Plan to increase the number of shares of common stock available for issuance by 2,500,000. The proposal received 59,690,433 votes for, 2,747,530 against, 61,769 abstentions and 3,607,184 broker non-votes.

FALSE000073101200007310122026-05-262026-05-26

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): May 26, 2026

HEALTHCARE SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-12015

Pennsylvania			23-2018365
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification number)

3220 Tillman Drive, Suite 300, Bensalem, Pennsylvania

(Address of principal executive office)

19020

(Zip Code)

Registrant's telephone number, including area code: (215) 639-4274

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, $0.01 par value			HCSG			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 5.07 Submission of Matters to a Vote of Security Holders

On Tuesday, May 26, 2026, the Company held its annual meeting of shareholders for the purposes of voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2026. As of the Record Date of March 30, 2026, there were approximately 68,954,000 shares of common stock outstanding and entitled to notice of and to vote at the annual meeting. The final voting for the matters submitted to a vote of shareholders are as follows.

Management Proposals:

Proposal No. 1 — Election of Directors

At the annual meeting, shareholders voted for the election of nine Directors for a one-year term or until their successors are elected and qualified to fill the expiring terms of such Directors. All of the Company’s nominees for Director received the requisite plurality (i.e. the highest number of votes of the Company’s common stock in accordance with the bylaws of the Company and Section 1758 of the Pennsylvania Business Corporation Law) of the votes cast by the holders of shares present at the meeting in person or by proxy and entitled to vote thereon, and, accordingly, were elected to the Board of Directors for the ensuing year or until their successors are duly elected and qualified. The voting results are set forth below:

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Diane S. Casey						60,583,583						1,916,149						3,607,184
Daniela Castagnino						61,706,486						793,246						3,607,184
Laura Grant						61,706,736						792,996						3,607,184
Thomas M. Gallagher						62,144,612						355,120						3,607,184
Dino D. Ottaviano						60,733,763						1,765,969						3,607,184
Kurt Simmons, Jr.						61,646,252						853,480						3,607,184
Jude Visconto						60,947,847						1,551,885						3,607,184
Theodore Wahl						61,322,013						1,177,719						3,607,184
Thomas G. Whalen						61,997,269						502,463						3,607,184

Proposal No. 2 — Say on Pay Vote

The proposal relating to an advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers (the “Say on Pay Vote”) has received a majority of the votes cast as follows:

Votes For						Votes Against						Abstain						Broker Non-Votes
61,059,063						1,305,516						135,153						3,607,184

Proposal No. 3 — Independent Registered Public Accounting Firm

The proposal for the ratification of the selection of Grant Thornton LLP as the Company's independent registered public accountants for the current fiscal year ending December 31, 2026 has received a majority of the votes cast as follows:

Votes For						Votes Against						Abstain						Broker Non-Votes
64,821,277						1,247,022						38,617						—

Proposal No. 4 — Amendment to the 2020 Omnibus Plan

The proposal relating to shareholder approval to amend the 2020 Omnibus Plan to increase the number of shares of Common Stock that are available for issuance thereunder by 2,500,000 has received a majority of the votes cast as follows:

Votes For						Votes Against						Abstain						Broker Non-Votes
59,690,433						2,747,530						61,769						3,607,184

Item 9.01 Financial Statements and Exhibits.

( d )    Exhibits. The following exhibits are being furnished herewith:

Exhibit No.			Description
104			Cover page Interactive Data File (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.

						HEALTHCARE SERVICES GROUP, INC.
Date: May 26, 2026			By:			/s/ Jason J. Bundick
						Name: Jason J. Bundick Title: General Counsel, Chief Compliance Officer & Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB