Current Report · Items 5.03, 9.01 · 8-K
ENSIGN GROUP, INC
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 20, 2026, the Board of Directors (the “Board”) of The Ensign Group, Inc. (the “Company”) adopted and approved amended and restated bylaws of the Company (the “Bylaws”) to, among other things: (i) align the Bylaws with developments in Delaware law;…
Filed Aug 25, 2026Accepted Aug 25, 2026, 4:06 PM EDTCIK 1125376Accession 0001125376-26-000040
Company context
Current securities
Registered securities in this filing
Ensign Group, Inc · 8-K · Filed 2026-08-25
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, par value $0.001 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: c-1
Dimensions: Not supplied
Accession 000112537626000040 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 5.03, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 20, 2026, the Board of Directors (the “Board”) of The Ensign Group, Inc. (the “Company”) adopted and approved amended and restated bylaws of the Company (the “Bylaws”) to, among other things: (i) align the Bylaws with developments in Delaware law; (ii) clarify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting; (iii) revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to clarify the scope of information required regarding proposing stockholders, proposed nominees and other related persons; (iv) modify the permissible timeframe for receipt of stockholder notices to 90 to 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders and provide that if an annual meeting of stockholders is more than 60 days after the anniversary of the immediately preceding annual meeting of stockholders, stockholder notices of any director nomination or other proposal must be given no later than the later of the date 90 days prior to the date of such meeting and the tenth day following the date the meeting date for such meeting is first publicly disclosed; (v) require that director candidates must be available to be interviewed by members of the Board with respect to such person’s candidacy and qualifications to serve as a director; and (vi) make certain other updates, including ministerial and conforming changes.
The Bylaws became effective immediately upon their approval by the Board.
This summary is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
In accordance with the Bylaws, for stockholder nominations of directors or submissions of proposals regarding other business to be brought before the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), written notice must be received at the principal executive office of the Company not earlier than January 13, 2027 and not later than February 12, 2027.
The deadline for stockholders to submit proposals pursuant to Rule 14a-8 under the Exchange Act and the deadline for any person intending to solicit proxies at the 2027 Annual Meeting in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19 under the Exchange Act, previously announced in the Company’s proxy statement for the Company’s 2026 annual meeting of stockholders, remain unchanged.