Select Medical Holdings Corp. Announces 2024 Annual Meeting of Stockholders

Ticker: SEM · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 1320414

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Executive Compensation, Equity Incentive Plan, Corporate Governance

TL;DR

<b>Select Medical Holdings Corp. will hold its 2024 Annual Meeting virtually on April 25, 2024, with key proposals including director elections and equity plan amendments.</b>

AI Summary

SELECT MEDICAL HOLDINGS CORP (SEM) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Annual meeting to be held virtually on April 25, 2024, at 11:00 a.m. EDT. Stockholders of record as of February 29, 2024, are eligible to vote. Key agenda items include election of three Class III directors, advisory vote on executive compensation, and amendment to the 2020 Equity Incentive Plan. Proposal to increase share reserve and add a minimum vesting period under the 2020 Equity Incentive Plan. Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2024.

Why It Matters

For investors and stakeholders tracking SELECT MEDICAL HOLDINGS CORP, this filing contains several important signals. The virtual format allows for broader participation and electronic voting, accommodating a geographically dispersed shareholder base. Key proposals address corporate governance, executive compensation, and long-term incentive structures, impacting shareholder value and company strategy.

Risk Assessment

Risk Level: low — SELECT MEDICAL HOLDINGS CORP shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational information, indicating a low level of immediate risk.

Analyst Insight

Review the proposals for director elections, executive compensation, and equity plan amendments to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did SELECT MEDICAL HOLDINGS CORP file this DEF 14A?

SELECT MEDICAL HOLDINGS CORP filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SELECT MEDICAL HOLDINGS CORP (SEM).

Where can I read the original DEF 14A filing from SELECT MEDICAL HOLDINGS CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SELECT MEDICAL HOLDINGS CORP.

What are the key takeaways from SELECT MEDICAL HOLDINGS CORP's DEF 14A?

SELECT MEDICAL HOLDINGS CORP filed this DEF 14A on March 15, 2024. Key takeaways: Annual meeting to be held virtually on April 25, 2024, at 11:00 a.m. EDT.. Stockholders of record as of February 29, 2024, are eligible to vote.. Key agenda items include election of three Class III directors, advisory vote on executive compensation, and amendment to the 2020 Equity Incentive Plan..

Is SELECT MEDICAL HOLDINGS CORP a risky investment based on this filing?

Based on this DEF 14A, SELECT MEDICAL HOLDINGS CORP presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational information, indicating a low level of immediate risk.

What should investors do after reading SELECT MEDICAL HOLDINGS CORP's DEF 14A?

Review the proposals for director elections, executive compensation, and equity plan amendments to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

Risk Factors

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC. (Provides detailed information to shareholders about matters to be voted on at the annual meeting.)
Named Executive Officers
The top executive compensation recipients of the company. (Their compensation is subject to a non-binding advisory vote by stockholders.)

Filing Stats: 4,571 words · 18 min read · ~15 pages · Grade level 15.3 · Accepted 2024-03-15 08:02:32

Filing Documents

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 13 SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS 36 ELECTION OF DIRECTORS PROPOSAL #1 37 NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS PROPOSAL #2 42 APPROVE AN AMENDMENT TO THE COMPANY'S 2020 EQUITY INCENTIVE PLAN TO INCREASE THE TOTAL SHARE RESERVE AND ADD A MINIMUM VESTING PERIOD PROPOSAL #3 43 EQUITY COMPENSATION PLAN INFORMATION 54 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROPOSAL #4 55 APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PERMIT THE EXCULPATION OF OFFICERS OF THE COMPANY PROPOSAL #5 57 STOCKHOLDER PROPOSAL–SIMPLE MAJORITY VOTE PROPOSAL #6 59 AUDIT AND COMPLIANCE COMMITTEE REPORT 62

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND OFFICERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND OFFICERS 64 CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 67 HOUSEHOLDING 69 OTHER BUSINESS 69 APPENDIX A A-1 APPENDIX B B-1 i TABLE OF CONTENTS PROXY SOLICITATION AND VOTING INFORMATION Your vote is very important. In accordance with the rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of the Company's proxy materials to each stockholder of record, the Company may furnish proxy materials including this Proxy Statement, the proxy card and the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") to the Company's stockholders by providing access to such documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless requested. Instead, the Notice will instruct stockholders as to how they may access and review all of the proxy materials. The Notice also instructs stockholders how to submit a proxy through the Internet. If you would like to receive a paper copy or e-mail copy of your proxy materials, you should follow the instructions for requesting such materials included in the Notice. The Company will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur. You may revoke your proxy at any time before it is voted by written notice to the Senior Executive Vice President, General Counsel and Secretary of the Company, by submission of a proxy bearing a later date or by casting a ballot online during the Annual Meeting. Properly executed and delivered proxies that are received before the Annual Meeting's adjournment will be voted in accordance with the directions provided or, if no directions are

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