Current Report · Items 5.07, 7.01, 9.01 · 8-K
SELECT MEDICAL HOLDINGS CORP
Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
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.…
Filed Jun 26, 2026Accepted Jun 26, 2026, 5:23 PM EDTCIK 1320414Accession 0001104659-26-078332
Company context
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.
Historical securities (1)
Registered securities in this filing
SELECT MEDICAL HOLDINGS CORPORATION · 8-K · Filed 2026-06-26
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
- NYSE
- Classification
- COMMON
- Status
- Historical · closed Jun 30, 2026
Filing context
Context: AsOf2026-06-26
Dimensions: Not supplied
Accession 000110465926078332 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 5.07, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) tm2619083d1_ex99-1.htmEX-99.1
2
tm2619083d1_ex99-1.htm
EXHIBIT 99.1
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 Merg…
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