Pediatrix Medical Group (MD) adds 8M shares to incentive plan at 2026 meeting

Rhea-AI Filing Summary

Pediatrix Medical Group, Inc. reported results from its 2026 Annual Shareholders’ Meeting. Shareholders approved the Second Amended and Restated 2008 Incentive Compensation Plan, increasing the number of common shares available for equity awards by 8,000,000 shares.

All director nominees were elected to serve until the 2027 Annual Shareholders’ Meeting, with each receiving over 69 million votes in favor, except one nominee who received lower support but was still elected. Shareholders also ratified PricewaterhouseCoopers LLP as independent auditor for the 2026 fiscal year and approved, on an advisory basis, executive compensation for 2025.

The meeting had strong participation, with 77,330,139 of 83,072,104 shares outstanding represented, constituting a quorum. The amended incentive plan and governance proposals are detailed further in the company’s previously filed proxy statement and attached exhibit.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 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

Incentive plan share increase: 8,000,000 shares Shares outstanding: 83,072,104 shares Shares represented: 77,330,139 shares +3 more

6 metrics

Incentive plan share increase 8,000,000 shares Additional common shares available under Second Amended and Restated 2008 Incentive Compensation Plan

Shares outstanding 83,072,104 shares Common stock outstanding and entitled to vote at 2026 Annual Meeting

Shares represented 77,330,139 shares Shares present or represented at the 2026 Annual Shareholders’ Meeting, constituting a quorum

Say-on-pay support 70,257,832 for; 1,960,931 against Advisory vote on 2025 executive compensation

Auditor ratification votes 75,519,473 for; 1,794,278 against Ratification of PricewaterhouseCoopers LLP as 2026 auditor

Plan approval votes 65,912,243 for; 6,303,675 against Shareholder approval of Second Amended and Restated 2008 Incentive Compensation Plan

Key Terms

Second Amended and Restated 2008 Incentive Compensation Plan, non-binding, advisory basis, independent registered public accounting firm, Broker Non-Vote, +1 more

5 terms

Second Amended and Restated 2008 Incentive Compensation Plan financial

"shareholders of the Company approved the Company’s Second Amended and Restated 2008 Incentive Compensation Plan"

non-binding, advisory basis regulatory

"shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm regulatory

"appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

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-Vote financial

"For Against Abstained Broker Non-Vote"

quorum regulatory

"77,330,139 shares were represented, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

0000893949false00008939492026-05-072026-05-07

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 07, 2026

Pediatrix Medical Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Florida			001-12111	26-3667538
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1301 Concord Terrace
Sunrise, Florida				33323
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 954 384-0175

(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 $.01 per share		MD		The 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.

As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Shareholders’ Meeting (the “Annual Meeting”) of Pediatrix Medical Group, Inc., a Florida corporation (the “Company”), held on May 7, 2026, the shareholders of the Company approved the Company’s Second Amended and Restated 2008 Incentive Compensation Plan (the “Plan”), which, among other things, increased the number of shares of the Company’s common stock available for issuance under the Plan by 8,000,000 shares.

The Plan is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 27, 2026, under the heading “Proposal 4: Approval of the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan" and such description is incorporated by reference herein.

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

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

On May 7, 2026, the Company held the Annual Meeting. Of the 83,072,104 shares of common stock outstanding and entitled to vote, 77,330,139 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for the Company’s Board of Directors were elected to serve until the Company’s 2027 Annual Shareholders’ Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Name		For				Against				Abstained				Broker Non-Vote
Laura A. Linynsky			71,249,187				967,057				18,087				5,095,808
Thomas A. McEachin			70,107,436				2,093,168				33,727				5,095,808
Kurt D. Newman, M.D.			71,922,039				256,292				56,000				5,095,808
Mark S. Ordan			69,958,141				2,259,130				17,060				5,095,808
Michael A. Rucker			70,689,577				1,523,843				20,911				5,095,808
Guy P. Sansone			70,738,837				1,475,369				20,125				5,095,808
John M. Starcher, Jr.			46,296,745				25,909,618				27,968				5,095,808
Shirley A. Weis			70,725,919				1,478,539				29,873				5,095,808
Sylvia J. Young			71,257,572				963,152				13,607				5,095,808

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified by the Company’s shareholders, by the votes set forth in the table below:

For				Against				Abstained				Broker Non-Vote
	75,519,473				1,794,278				16,388				0

Proposal 3: The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the 2025 fiscal year, by the votes set forth in the table below:

For				Against				Abstained				Broker Non-Vote
	70,257,832				1,960,931				15,568				5,095,808

Proposal 4: The Plan was approved by the Company’s shareholders, by the votes set forth in the table below:

For				Against				Abstained				Broker Non-Vote
	65,912,243				6,303,675				18,413				5,095,808

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit Index

10.1	Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2026).
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.

			Pediatrix Medical Group, Inc.
Date:	May 7, 2026	By:	/s/ Kasandra H. Rossi
			Kasandra H. Rossi Chief Financial Officer

FAQ

What equity plan change did Pediatrix Medical Group (MD) shareholders approve?

Shareholders approved the Second Amended and Restated 2008 Incentive Compensation Plan, adding 8,000,000 shares of common stock for potential equity awards. This expands the pool available for future stock-based compensation grants to employees, executives, and directors.

How many Pediatrix Medical Group (MD) shares were represented at the 2026 Annual Meeting?

At the 2026 Annual Shareholders’ Meeting, 77,330,139 shares were represented out of 83,072,104 shares outstanding and entitled to vote. This level of participation constituted a quorum for conducting official shareholder business.

Did Pediatrix Medical Group (MD) shareholders approve executive compensation for 2025?

Yes, shareholders approved, on a non-binding advisory basis, the 2025 executive compensation program. The advisory vote received 70,257,832 shares for, 1,960,931 against, and 15,568 abstentions, with additional broker non-votes recorded.

Which auditor did Pediatrix Medical Group (MD) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2026 fiscal year, with 75,519,473 votes for, 1,794,278 against, and 16,388 abstentions, and no broker non-votes reported.

Were Pediatrix Medical Group (MD) director nominees elected at the 2026 meeting?

All nominated directors were elected to serve until the 2027 Annual Shareholders’ Meeting or until successors are qualified. Each nominee received tens of millions of votes in favor, with smaller amounts against or abstaining and significant broker non-votes.

How did shareholders vote on Pediatrix Medical Group (MD)’s incentive plan proposal?

The incentive plan proposal received 65,912,243 votes for, 6,303,675 against, and 18,413 abstentions, plus 5,095,808 broker non-votes. This vote approved the Second Amended and Restated 2008 Incentive Compensation Plan and its increased share reserve.

Filing Exhibits & Attachments

1 document

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