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PACS Group (NYSE: PACS) stockholders back all 2026 annual meeting proposals

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

Rhea-AI Filing Summary

PACS Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 10, 2026. A total of 152,966,362 shares of common stock were represented online or by proxy, representing approximately 97.33% of shares outstanding as of the April 15, 2026 record date, indicating very high stockholder participation.

Stockholders elected Class II directors Evelyn Dilsaver and Mark Hancock to serve until the 2029 Annual Meeting. Dilsaver received 138,610,797 votes for and 7,339,538 votes withheld, while Hancock received 145,054,309 votes for and 896,026 votes withheld, with 7,016,027 broker non-votes for each nominee.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 152,909,016 votes for, 46,759 against, and 10,587 abstaining. In addition, they approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 131,950,911 votes for, 13,973,853 against, 25,571 abstentions, and 7,016,027 broker non-votes.

Positive

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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 represented at meeting 152,966,362 shares Common stock represented at 2026 Annual Meeting
Participation rate 97.33% Percentage of outstanding common stock represented as of April 15, 2026 record date
Votes for Evelyn Dilsaver 138,610,797 votes Election as Class II director at 2026 Annual Meeting
Votes for Mark Hancock 145,054,309 votes Election as Class II director at 2026 Annual Meeting
Auditor ratification support 152,909,016 votes for Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Say-on-pay support 131,950,911 votes for Advisory approval of named executive officer compensation
broker non-votes financial
"Nominee | Votes FOR | Votes WITHHELD | 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.
independent registered public accounting firm financial
"Ernst & Young 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.
advisory (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the compensation"
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Emerging growth company regulatory
"Emerging growth company o o Item 5.07 Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false000200118400020011842026-06-102026-06-10

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): June 10, 2026
PACS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4201192-3144268
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification Number)
90 S. 400 W. Suite 700
Salt Lake City, Utah 84101
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (801) 447-9829
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock, $0.001 par value per sharePACSThe 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 o
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. o


Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2026, PACS Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 152,966,362 shares of the Company’s common stock were represented online or by proxy at the Annual Meeting, representing approximately 97.33% of the Company’s outstanding common stock as of the April 15, 2026 record date. Below are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026.
Proposal 1- Election of Evelyn Dilsaver and Mark Hancock as Class II directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.
NomineeVotes FORVotes WITHHELDBroker Non-Votes
Evelyn Dilsaver138,610,7977,339,5387,016,027
Mark Hancock145,054,309896,0267,016,027
Proposal 2 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
152,909,01646,75910,587—
Proposal 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers. The results of the voting were as follows:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
131,950,91113,973,85325,5717,016,027
Based on the foregoing votes, the two director nominees were elected, and Proposals 2 and 3 were approved.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PACS GROUP, INC.
Date: June 15, 2026By:/s/ Jason Murray
Jason Murray
Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did PACS (PACS) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class II directors, ratifying Ernst & Young LLP as auditor for 2026, and approving executive compensation on an advisory basis. All three proposals received sufficient support to pass.

Were PACS (PACS) director nominees elected at the 2026 annual meeting?

Yes. Evelyn Dilsaver and Mark Hancock were elected as Class II directors to serve until the 2029 annual meeting. Each received strong majority support, with additional broker non-votes recorded but not affecting their election.

Did PACS (PACS) stockholders ratify Ernst & Young as the 2026 auditor?

Yes. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 152,909,016 votes for, 46,759 against, and 10,587 abstentions.

How did PACS (PACS) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of PACS Group’s named executive officers on an advisory, non-binding basis, with 131,950,911 votes for, 13,973,853 against, 25,571 abstentions, and 7,016,027 broker non-votes recorded on the proposal.

What was the shareholder turnout at the 2026 PACS (PACS) annual meeting?

Turnout was high. A total of 152,966,362 shares of common stock were represented online or by proxy, equal to about 97.33% of outstanding shares as of the April 15, 2026 record date for the annual meeting.

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