Shareholders at Select Medical (NYSE: SEM) back declassified board and 25% meeting right
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Select Medical Holdings Corporation reported results of its annual stockholder meeting. Stockholders elected three Class II directors, each receiving over 111.6 million votes in favor, and approved a non-binding advisory vote on executive compensation with 110.7 million votes for.
Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 116.3 million votes for. They approved an amendment to phase out the classified structure of the board of directors, supported by 113.8 million votes. A company proposal to give stockholders the right to call special meetings at a 25% ownership threshold received 96.4 million votes for, while a separate shareholder proposal for a 10% threshold drew 22.8 million votes for and was not approved.
Positive
- None.
Negative
- None.
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
Votes for Ortenzio: 111,618,633 votes
Votes for say-on-pay: 110,664,208 votes
Votes for auditor ratification: 116,286,685 votes
+3 more
6 metrics
Votes for Ortenzio
111,618,633 votes
Election of Class II director Robert A. Ortenzio
Votes for say-on-pay
110,664,208 votes
Non-binding advisory vote on executive compensation
Votes for auditor ratification
116,286,685 votes
Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Votes for declassification amendment
113,798,371 votes
Amendment to phase out classified board structure
Votes for 25% special meeting right
96,440,477 votes
Company proposal for stockholder right to call special meetings at 25% threshold
Votes for 10% special meeting right
22,780,354 votes
Shareholder proposal for stockholder right to call special meetings at 10% threshold
Key Terms
classified structure of the board of directors, non-binding advisory vote, broker non-votes, independent registered public accounting firm, +2 more
6 terms
classified structure of the board of directors financial
"Approval of amendment to phase out the classified structure of the board of directors"
non-binding advisory vote financial
"Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"Votes For, Votes Against, Abstentions, 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
"Appointment of PricewaterhouseCoopers 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.
Amended and Restated Certificate of Incorporation financial
"Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
ownership threshold financial
"Right to Call a Special Meeting of Stockholders at a 25% Ownership Threshold"
FAQ
What did Select Medical (SEM) stockholders decide at the 2026 annual meeting?
Stockholders elected three Class II directors, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as auditor, backed phasing out the classified board, and supported a 25% special meeting right while not approving a 10% special meeting threshold.
Were Select Medical (SEM) director nominees re-elected at the 2026 annual meeting?
Yes. All three Class II director nominees were elected. Robert A. Ortenzio received 111,618,633 votes for, Daniel J. Thomas received 112,624,578 votes for, and Parvinderjit S. Khanuja received 113,275,867 votes for, with relatively low opposition and broker non-votes reported.
How did Select Medical (SEM) stockholders vote on executive compensation in 2026?
Stockholders approved the non-binding advisory resolution on named executive officer compensation. The proposal received 110,664,208 votes for, 3,339,567 votes against, and 33,630 abstentions, with 3,812,633 broker non-votes, indicating overall support for the company’s pay practices.
Did Select Medical (SEM) stockholders approve the auditor for fiscal 2026?
Yes. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 116,286,685 votes for, 1,534,942 votes against, and 28,411 abstentions, and no broker non-votes reported on this item.
What corporate governance changes did Select Medical (SEM) stockholders support?
Stockholders approved amending the certificate of incorporation to phase out the classified board, with 113,798,371 votes for. They also backed a company proposal giving stockholders the right to call special meetings at a 25% ownership threshold, while not approving a separate 10% threshold shareholder proposal.
How did Select Medical (SEM) investors vote on special meeting rights proposals?
A company proposal for a 25% ownership threshold to call special meetings received 96,440,477 votes for, 13,333,066 against, and 4,263,862 abstentions. A separate shareholder proposal for a 10% threshold received 22,780,354 votes for and 91,191,886 votes against, so it was not approved.