PACS Group (PACS) investors approve directors, auditor and annual pay vote

Rhea-AI Filing Summary

PACS Group, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 19, 2025. A total of 149,241,113 shares, representing approximately 95.29% of the company’s common stock as of the November 10, 2025 record date, were represented online or by proxy, indicating very high shareholder participation.

Stockholders elected Class I directors Taylor Leavitt and Jacqueline Millard to serve until the 2028 annual meeting. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2025. In advisory votes, stockholders approved the company’s executive compensation and supported holding future say-on-pay votes every year, and the company plans to conduct these advisory votes annually unless the board later determines a different frequency is preferable.

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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): December 19, 2025

PACS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42011

92-3144268

(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, $0.001 par value per share

PACS

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 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 December 19, 2025, PACS Group, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 149,241,113 shares of the Company’s common stock were represented online or by proxy at the Annual Meeting, representing approximately 95.29% of the Company’s outstanding common stock as of the November 10, 2025 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 November 25, 2025.

Proposal 1- Election of Taylor Leavitt and Jacqueline Millard as Class I directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.

Nominee						Votes FOR						Votes WITHHELD						Broker Non-Votes
Taylor Leavitt						138,835,899						4,235,518						6,169,696
Jacqueline Millard						138,834,578						4,236,839						6,169,696

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, 2025.

Votes FOR						Votes AGAINST						Votes ABSTAINED						Broker Non-Votes
149,143,928						89,578						7,607						—

Proposal 3 - Approval, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

ONE YEAR						TWO YEARS						THREE YEARS						Votes ABSTAINED						Broker Non-Votes
143,004,843						6,422						47,409						12,743						6,169,696

Proposal 4 - Approval, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The results of the voting were as follows:

Votes FOR						Votes AGAINST						Votes ABSTAINED						Broker Non-Votes
139,426,668						3,632,640						12,109						6,169,696

Based on the foregoing votes, the two director nominees were elected, Proposals 2 and 4 were approved, and ONE YEAR was approved for the frequency in Proposal 3.

Based on the voting results of Proposal 3, and consistent with the recommendation of the Board of Directors of the Company (the “Board”), the Company has determined that future advisory votes on executive compensation will be held every year, until the next required advisory vote on the frequency of future advisory votes on executive compensation or the Board otherwise determines that a different frequency for future advisory votes on executive compensation is in the best interests of the Company’s stockholders.

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: December 23, 2025			By:			/s/ Jason Murray
						Jason Murray
						Chief Executive Officer

FAQ

What did PACS (PACS) stockholders vote on at the 2025 annual meeting?

Stockholders voted on electing two Class I directors, ratifying Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025, the frequency of future advisory votes on executive compensation, and an advisory vote on the compensation of named executive officers.

Were PACS (PACS) director nominees elected at the 2025 annual meeting?

Yes. Taylor Leavitt and Jacqueline Millard were elected as Class I directors to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

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

Yes. Stockholders ratified Ernst & Young LLP as PACS Group, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 149,143,928 votes for, 89,578 against, and 7,607 abstentions.

How often will PACS (PACS) hold advisory votes on executive compensation?

Stockholders approved ONE YEAR as the preferred frequency for future advisory votes on executive compensation. The company determined it will hold these advisory votes every year, consistent with the board’s recommendation, until the next required frequency vote or a different frequency is chosen by the board.

Did PACS (PACS) stockholders approve the executive compensation proposal?

Yes. The advisory (non-binding) proposal on the compensation of named executive officers was approved, with 139,426,668 votes for, 3,632,640 against, 12,109 abstentions, and 6,169,696 broker non-votes.

What was shareholder participation at the PACS (PACS) 2025 annual meeting?

A total of 149,241,113 shares of common stock were represented online or by proxy, representing approximately 95.29% of PACS Group, Inc.’s outstanding common stock as of the November 10, 2025 record date.