Select Medical (SEM) stockholders clear go-private merger led by insiders and WCAS
Rhea-AI Filing Summary
Select Medical Holdings Corporation stockholders approved the company’s acquisition by a consortium led by Robert A. Ortenzio, Martin F. Jackson and WCAS at a special meeting on June 26, 2026. Approximately 82.54% of the 123,942,955 outstanding shares were represented, providing a quorum.
The merger proposal received Majority Approval with 99,005,011 votes for, 1,789,017 against and 1,505,217 abstentions, and also received Unaffiliated Stockholder Approval. A non-binding advisory vote on merger-related executive compensation passed by a narrower margin. The company expects the merger to close in mid‑2026, subject to remaining conditions and regulatory approvals, and highlights typical transaction risks, including potential disruption, costs and the possibility the merger is not completed.
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Insights
Stockholders approved a go-private merger, with closing still conditional.
Stockholders of Select Medical approved the Merger Agreement with a consortium led by senior executives and private equity firm WCAS. Turnout was high at 82.54% of 123,942,955 shares, and both overall and unaffiliated shareholder approval thresholds were met, clearing a key governance hurdle.
The merger remains subject to conditions in the Merger Agreement, including required regulatory approvals. The company notes risks typical of leveraged take-private deals: potential business disruption, retention challenges, significant transaction costs, and share price downside if the merger does not close.
The advisory vote on merger-related executive compensation passed but was relatively close, indicating some shareholder sensitivity to payouts. Investors will rely on future company and SEC communications for confirmation of closing timing around mid‑2026 and any updates on regulatory or litigation developments tied to the transaction.
8-K Event Classification
Key Figures
Key Terms
Merger Agreement financial
Special Meeting financial
Unaffiliated Stockholder Approval financial
non-binding, advisory basis financial
forward-looking statements regulatory
committed debt financing financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
current report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
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Securities registered pursuant to Section 12(b) of the Act:
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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)) |
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Indicate by check mark whether either 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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Select Medical Holdings Corporation (the “Company” or “Select Medical”) held a special meeting of its common stockholders (the “Special Meeting”) on June 26, 2026. A brief description of the matters voted upon at the Special Meeting and the results of the voting on such matters is set forth below. At the Special Meeting, there were present, online or represented by proxy, 102,299,245 shares of the Company’s common stock (the “Company Shares”), representing 82.54% of the 123,942,955 Company Shares outstanding and eligible to vote. This constituted a quorum for all matters to be presented at the Special Meeting. The record date for the Special Meeting was May 11, 2026.
Following the approval of the Merger Proposal (as defined below) at the Special Meeting, the Company, Parent and Merger Sub (each as defined below) anticipate the transactions contemplated by the Merger Agreement (as defined below), including the merger, will close on or about June 30, 2026.
The number of votes cast for and against, as well as the number of abstentions, with respect to each proposal presented at the Special Meeting were as follows:
Proposal 1: The Merger Proposal
The Merger Proposal is a proposal to adopt that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 2, 2026, as may be amended from time to time by and among the Company, Stallion Intermediate Corporation (“Parent”) and Stallion MergerSub Corporation (“Merger Sub”). The Merger Proposal required the affirmative vote of (i) holders of Company Shares representing a majority of the aggregate voting power of the outstanding Company Shares entitled to vote thereon (“Majority Approval”) and (ii) holders of Company Shares representing a majority of the aggregate voting power of the outstanding Company Shares entitled to vote thereon, excluding any Company Shares beneficially owned by Parent, Merger Sub, the Rollover Holders (as defined in the Merger Agreement) and their respective Affiliates, “associates” or members of their respective “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) (collectively, “Unaffiliated Stockholder Approval”).
| For: | Against: | Abstain: | ||||
| Majority Approval | 99,005,011 | 1,789,017 | 1,505,217 | |||
| Unaffiliated Stockholder Approval | 81,819,453 | 1,789,017 | 1,505,217 |
Proposal 2: The Compensation Proposal
The Compensation Proposal is a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by the Company to its named executive officers that is based on or otherwise relates to the merger. The Compensation Proposal required the affirmative vote of a majority of the Company Shares present online or represented by proxy at the Special Meeting and entitled to vote thereon.
| For: | Against: | Abstain: | ||
| 52,322,733 | 48,410,193 | 1,566,319 |
Proposal 3: The Adjournment Proposal
In connection with the Special Meeting, the Company also solicited proxies with respect to the Adjournment Proposal, or a proposal to approve adjournments of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal. The Adjournment Proposal was rendered moot in light of the approval of the Merger Proposal.
| Item 7.01 | Regulation FD Disclosure. |
On June 26, 2026, the Company issued a press release announcing the results of the special meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward Looking Statements
This communication contains forward-looking statements. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to Select Medical’s plans, goals, intentions, strategies, financial outlook, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Select Medical’s control. Forward-looking statements are not guarantees of future performance and you should not place undue reliance on Select Medical’s forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause Select Medical’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed merger will be consummated, and there are a number of risks and uncertainties that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including, without limitation: (1) the inability to consummate the proposed merger within the anticipated time period, or at all, due to any reason, including the failure to obtain any required regulatory approvals for the proposed merger or the failure to satisfy the other conditions to the consummation of the proposed merger; (2) the risk that the proposed merger disrupts Select Medical’s current plans and operations or diverts management’s attention from its ongoing business; (3) the effect of the announcement of the proposed merger and results of the Special Meeting on the ability of Select Medical to retain and hire key personnel and maintain relationships with those with whom it does business; (4) the effect of the announcement or pendency of the proposed merger on Select Medical’s operating results and business generally; (5) the significant costs, fees and expenses related to the proposed merger; (6) the risk that Select Medical’s stock price may decline significantly if the proposed merger is not consummated; (7) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed merger and instituted against Select Medical and/or their respective directors, executive officers or other related persons; (8) other risks that could affect Select Medical’s business, financial condition or results of operations, including those set forth in the Company’s most recent Annual Report on Form 10-K and any subsequent filings; and (9) other risks to the consummation of the proposed merger. Additional information concerning these and other factors can be found in Select Medical’s filings with the SEC, including Select Medical’s most recent annual report on Form 10-K. Select Medical does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press Release, dated June 26, 2026, announcing the results of the Special Meeting. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION | ||
| Date: June 26, 2026 | By: | /s/ John F. Duggan |
| John F. Duggan | ||
| Executive Vice President, General Counsel and Secretary | ||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | 4714 Gettysburg Road Mechanicsburg, PA 17055
NYSE Symbol: SEM |
Select Medical Holdings Corporation Announces Stockholder Approval of Acquisition by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCAS
MECHANICSBURG, PENNSYLVANIA, June 26, 2026 -- Select Medical Holdings Corporation (NYSE: SEM) (“Select Medical,” “we,” “us,” or “our”) confirmed today that its previously announced Agreement and Plan of Merger (the “Merger Agreement,” and the transaction contemplated thereby, the “Merger”) with an entity affiliated with a consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical, and Welsh, Carson, Anderson & Stowe (“WCAS” and, together with Mr. Ortenzio and Mr. Jackson, the “Consortium”) was approved at a special meeting of Select Medical’s stockholders (the “Special Meeting”) on June 26, 2026. The closing of the Merger remains subject to the terms and conditions of the Merger Agreement, as described more in detail in the Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 19, 2026. Subject to those terms and conditions, Select Medical expects that the closing of the Merger will occur mid-2026.
Approximately 82.54% of Select Medical’s outstanding shares were voted at the Special Meeting, and the Merger was approved by over 79.88% of Select Medical’s outstanding shares and over 76.64% of the outstanding shares held by stockholders unaffiliated with the Consortium. Select Medical will file the final voting results in a Current Report on Form 8-K with the SEC.
Advisors
J.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners in connection with the committed debt financing of the Consortium. Goldman Sachs is serving as the exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee of disinterested and independent directors of the Board of Directors of the Company. Dechert LLP is serving as legal counsel to Select Medical. Wells Fargo and J.P. Morgan are serving as financial advisors, and Cravath, Swaine & Moore LLP is serving as legal counsel to the Consortium. Barclays is serving as financial advisor, and Ropes & Gray LLP is serving as legal counsel to WCAS. Paul Hastings LLP is serving as legal counsel to the debt financing sources.
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About Select Medical
Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. Select Medical’s reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. As of March 31, 2026, Select Medical operated 103 critical illness recovery hospitals in 28 states, 41 rehabilitation hospitals in 15 states, and 1,912 outpatient rehabilitation clinics in 37 states and the District of Columbia. At March 31, 2026, Select Medical had operations in 38 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.
About WCAS
WCAS is a leading U.S. private equity firm focused on two target industries: technology and healthcare. Since its founding in 1979, the firm’s strategy has been to partner with outstanding management teams and build value for its investors through a combination of operational improvements, growth initiatives, and strategic acquisitions. The firm has raised and managed funds totaling over $33 billion of committed capital. For more information, please visit www.wcas.com.
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to Select Medical’s plans, goals, intentions, strategies, financial outlook, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Select Medical’s control. Forward-looking statements are not guarantees of future performance and you should not place undue reliance on Select Medical’s forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause Select Medical’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed Merger will be consummated, and there are a number of risks and uncertainties that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including, without limitation: (1) the inability to consummate the proposed Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain any required regulatory approvals for the proposed Merger or the failure to satisfy the other conditions to the consummation of the proposed Merger; (2) the risk that the proposed Merger disrupts Select Medical’s current plans and operations or diverts management’s attention from its ongoing business; (3) the effect of the announcement of the proposed Merger and results of the Special Meeting on the ability of Select Medical to retain and hire key personnel and maintain relationships with those with whom it does business; (4) the effect of the announcement or pendency of the proposed Merger on Select Medical’s operating results and business generally; (5) the significant costs, fees and expenses related to the proposed Merger; (6) the risk that Select Medical’s stock price may decline significantly if the proposed Merger is not consummated; (7) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed Merger and instituted against Select Medical and/or their respective directors, executive officers or other related persons; (8) other risks that could affect Select Medical’s business, financial condition or results of operations, including those set forth in the Company’s most recent Annual Report on Form 10-K and any subsequent filings; and (9) other risks to the consummation of the proposed Merger. Additional information concerning these and other factors can be found in Select Medical’s filings with the SEC, including Select Medical’s most recent annual report on Form 10-K. Select Medical does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Media inquiries:
Shelly Eckenroth
Senior Vice President, Chief Communications Marketing & Branding Officer
717-920-4035
seckenroth@selectmedical.com
Investor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com
SOURCE: Select Medical Holdings Corporation
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