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Surgery Partners (SGRY) holders re-elect directors, approve pay and ratify EY

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

Rhea-AI Filing Summary

Surgery Partners, Inc. reported the results of its annual shareholder meeting. As of the April 8, 2026 record date, 130,798,102 common shares were outstanding and entitled to vote. Stockholders re-elected Class II directors Devin O'Reilly, Brent Turner, and Laura L. Forese, M.D., to serve until the 2029 annual meeting.

Shareholders also approved, on a non-binding advisory basis, the company’s executive compensation program, with 111,639,092 votes for, 2,018,777 against, and 15,275 abstentions, along with 6,243,195 broker non-votes. In addition, stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 119,828,741 votes for, 62,950 against, and 24,648 abstentions.

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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 entitled to vote 130,798,102 shares Common stock outstanding as of April 8, 2026 record date
Say-on-pay votes for 111,639,092 votes Advisory approval of executive compensation
Say-on-pay votes against 2,018,777 votes Advisory vote on executive compensation
Broker non-votes on say-on-pay 6,243,195 votes Executive compensation advisory proposal
Auditor ratification votes for 119,828,741 votes Ratification of Ernst & Young LLP for fiscal 2026
Votes for Brent Turner 110,147,882 votes Election as Class II director
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.
non-binding, advisory basis financial
"approved on a non-binding, advisory basis the compensation paid"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"independent registered public accounting firm for the fiscal year"
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.
record date financial
"As of the close of business on April 8, 2026, the record date"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
emerging growth company regulatory
"Emerging growth company"
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 →
0001638833FALSE00016388332026-06-052026-06-05

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 5, 2026
Surgery Partners, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware001-3757647-3620923
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
340 Seven Springs Way, Suite 600
Brentwood, Tennessee 37027
(Address of Principal Executive Offices) (Zip Code)
(615) 234-5900
(Registrant’s Telephone Number, Including Area Code)

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))
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, par value $0.01 per shareSGRYThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 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. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders
On June 5, 2026, the Company held its Annual Meeting. As of the close of business on April 8, 2026, the record date for the Annual Meeting (the “Record Date”), 130,798,102 shares of the Company’s common stock were outstanding and entitled to vote.
The matters voted on at the Annual Meeting and the final results of such voting were as follows:
Proposal 1: Election of Class II directors. The stockholders elected each of the director nominees to serve as a Class II director until the Company’s 2029 annual meeting of stockholders and until each such successor has been elected and qualified. Each of the nominees was a current Class II director of the Company who was re-elected. The results of the vote were as follows:
NameVotes ForVotes WithheldBroker Non-Votes
Devin O'Reilly
90,059,41923,613,7256,243,195
Brent Turner
110,147,8823,525,2626,243,195
Laura L. Forese, M.D.91,121,77722,551,3676,243,195
Proposal 2: Advisory vote on executive compensation. The stockholders approved on a non-binding, advisory basis the compensation paid by the Company to its named executive officers, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 23, 2026. The results of the vote were as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
111,639,0922,018,77715,2756,243,195
Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:
Votes ForVotes AgainstAbstentions
119,828,74162,95024,648


SIGNATURES
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 hereunto duly authorized.

SURGERY PARTNERS, INC.
Date:
June 5, 2026By:/s/ Jennifer B. Baldock
Jennifer B. Baldock
Executive Vice President, Chief Administrative and Development Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Surgery Partners (SGRY) shareholders approve at the 2026 annual meeting?

Shareholders re-elected three Class II directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for the 2026 fiscal year, confirming all proposals presented at the meeting.

How many Surgery Partners (SGRY) shares were entitled to vote at the 2026 annual meeting?

A total of 130,798,102 shares of Surgery Partners common stock were outstanding and entitled to vote as of the April 8, 2026 record date, forming the basis for all voting results reported from the annual meeting.

Were Surgery Partners (SGRY) directors re-elected at the 2026 annual meeting?

Yes. Stockholders re-elected Class II directors Devin O'Reilly, Brent Turner, and Laura L. Forese, M.D., to serve until the 2029 annual meeting, with each nominee receiving more votes for than withheld.

How did Surgery Partners (SGRY) shareholders vote on executive compensation in 2026?

Shareholders approved executive compensation on a non-binding, advisory basis, with 111,639,092 votes for, 2,018,777 against, 15,275 abstentions, and 6,243,195 broker non-votes, supporting the company’s named executive officer pay program.

Which audit firm did Surgery Partners (SGRY) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Surgery Partners’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 119,828,741 votes for, 62,950 against, and 24,648 abstentions.

What is Proposal 1 in Surgery Partners (SGRY) 2026 shareholder vote results?

Proposal 1 covered election of Class II directors. Stockholders re-elected Devin O'Reilly, Brent Turner, and Laura L. Forese, M.D., each to serve until the 2029 annual meeting and until their successors are elected and qualified.

Filing Exhibits & Attachments

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