[8-K] SELECT MEDICAL HOLDINGS CORP Reports Material Event

Rhea-AI Filing Summary

Select Medical Holdings Corp. (NYSE: SEM) filed an 8-K to disclose board-approved amendments that completely restate the company’s bylaws, effective July 30 2025.

Key change: the revised bylaws tighten the advance-notice process for stockholder director nominations and other business in response to the SEC’s universal proxy rules (Rule 14a-19). A nominating stockholder must now:

• State its intent to deliver a proxy statement and form of proxy to holders representing ≥67% of the voting power entitled to vote on director elections, and include all information required by Rule 14a-19.
• Provide evidence that it has actually solicited proxies from holders of at least 67% of outstanding voting power.

The amended bylaws also make assorted clarifying and procedural updates to the company’s existing advance-notice provisions. The full text is filed as Exhibit 3.1.

No financial results, transactions, or earnings data are included in this report.

Positive

• Provides clearer procedural roadmap for director nominations, potentially reducing litigation risk around proxy disputes.

Negative

• High 67% solicitation requirement may impede shareholder ability to mount director challenges, weakening minority rights.

Insights

Corporate Governance Analyst

TL;DR: Bylaw overhaul raises solicitation threshold to 67%, likely discouraging activist challenges.

The new requirement forces any nominating shareholder to engage a super-majority of the voting base before its slate can be considered, substantially increasing cost and complexity for potential dissidents. While compliant with Rule 14a-19, the 67% threshold is well above the 50% standard many peers adopt, tilting governance power toward incumbent management. For long-term investors, reduced proxy contest risk may preserve strategic stability but could diminish external accountability. The change is governance-focused and has no direct balance-sheet impact, so market reaction should be limited. I classify the filing as impactful on governance, neutral on valuation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 30, 2025

SELECT MEDICAL HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-34465		20-1764048
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices)  (Zip Code)

(717) 972-1100

(Registrant’s telephone number, including area code)

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 $0.001 per share	SEM	New York Stock Exchange (NYSE)

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))

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).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if either 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 30, 2025, the Board of Directors (the “Board”) of Select Medical Holdings Corporation (the “Company”) approved and adopted amendments to the Company’s bylaws, amending and restating them in their entirety (the “Amended and Restated Bylaws”).

The Amended and Restated Bylaws enhance and clarify certain procedural and disclosure requirements related to stockholder nominations of directors and submissions of proposals regarding other business at annual or special meetings of stockholders in light of the universal proxy rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 under the Securities Exchange Act of 1934. Specifically, the Amended and Restated Bylaws provide, among other things, that the stockholder must (i) include in its advance notice of nomination, a representation that the stockholder intends to deliver a proxy statement and form of proxy to holders of the Company’s voting shares representing at least 67% of the voting power of the shares entitled to vote generally in the election of directors and all other information required under Rule 14a-19, and (ii) provide evidence that the stockholder has solicited proxies from holders of at least 67% of the voting power of the Company’s outstanding capital stock entitled to vote in the election of directors. In addition, the Amended and Restated Bylaws make certain other clarifying and procedural changes to the Company’s advanced notice bylaws.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Bylaws of Select Medical Holdings Corporation.

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: August 4, 2025	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin
		Senior Executive Vice President, General Counsel and Secretary

FAQ

What did Select Medical (SEM) change in its bylaws?

The board adopted Amended and Restated Bylaws that tighten advance-notice rules and require proxy solicitation from holders of at least 67% voting power.

Why were the SEM bylaws amended in July 2025?

To align with the SEC’s universal proxy rules under Rule 14a-19 and to clarify nomination and proposal procedures.

Does the 8-K include any financial results for Select Medical?

No. The filing is limited to governance changes; it does not present revenues, earnings, or guidance.

When do the new SEM bylaw provisions take effect?

They became effective upon board approval on July 30 2025.

Where can investors read the full text of the amended bylaws?

The complete document is filed as Exhibit 3.1 to the 8-K and is incorporated by reference.