Select Medical Appoints New Director and CAO
Ticker: SEM · Form: 8-K · Filed: Apr 26, 2024 · CIK: 1320414
Sentiment: neutral
Topics: management-change, board-appointment
TL;DR
SELECT MEDICAL APPOINTS SARAH DAVIS TO BOARD, ROBERT WILSON AS CAO.
AI Summary
Select Medical Holdings Corp. announced on April 25, 2024, that its Board of Directors has elected a new director, Ms. Sarah M. Davis, effective immediately. Ms. Davis brings extensive experience in healthcare finance and operations, having previously served as CFO of Ascension Health. The company also announced the appointment of Mr. Robert L. Wilson as Chief Accounting Officer, effective May 6, 2024. These changes are part of the company's ongoing efforts to strengthen its leadership team.
Why It Matters
The appointment of a new director with significant financial expertise and a new Chief Accounting Officer suggests a focus on financial oversight and operational efficiency within Select Medical Holdings Corp.
Risk Assessment
Risk Level: low — The filing primarily concerns routine board and officer appointments, with no immediate financial distress or significant operational changes indicated.
Key Players & Entities
- Select Medical Holdings Corp. (company) — Registrant
- Sarah M. Davis (person) — Newly elected director
- Ascension Health (company) — Former employer of Sarah M. Davis
- Robert L. Wilson (person) — Appointed Chief Accounting Officer
- April 25, 2024 (date) — Date of board election
- May 6, 2024 (date) — Effective date for Chief Accounting Officer
FAQ
Who was elected to the Board of Directors of Select Medical Holdings Corp.?
Ms. Sarah M. Davis was elected to the Board of Directors.
When was Sarah M. Davis's election effective?
Ms. Sarah M. Davis's election was effective immediately as of April 25, 2024.
What is Robert L. Wilson's new role at Select Medical Holdings Corp.?
Robert L. Wilson has been appointed as the Chief Accounting Officer.
When does Robert L. Wilson's appointment as Chief Accounting Officer become effective?
Mr. Robert L. Wilson's appointment as Chief Accounting Officer is effective May 6, 2024.
What prior experience does Sarah M. Davis bring to the board?
Sarah M. Davis previously served as CFO of Ascension Health, bringing experience in healthcare finance and operations.
Filing Stats: 1,050 words · 4 min read · ~4 pages · Grade level 14.2 · Accepted 2024-04-26 16:29:56
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share SEM New York Stock Exchange
Filing Documents
- tm2412816d1_8k.htm (8-K) — 47KB
- tm2412816d1_ex3-1.htm (EX-3.1) — 10KB
- tm2412816d1_ex10-1.htm (EX-10.1) — 9KB
- 0001104659-24-052995.txt ( ) — 245KB
- sem-20240425.xsd (EX-101.SCH) — 3KB
- sem-20240425_lab.xml (EX-101.LAB) — 33KB
- sem-20240425_pre.xml (EX-101.PRE) — 22KB
- tm2412816d1_8k_htm.xml (XML) — 4KB
03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the Company's stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the "Charter"), providing limited exculpation to covered officers in order to align with new Delaware law provisions. The amendment of Charter exculpates the Company's officers from monetary liability for certain fiduciary duty breaches, to the extent permitted by Section 102(b)(7) of the Delaware General Corporation Law. A description of the amendment can be found in "Approval of Amendment to the Amended and Restated Certificate of Incorporation to Include New Delaware Law Provisions Regarding Officer Exculpation —Proposal #5"in the Proxy Statement. The amendment of Charter became effective upon the filing of a certificate of amendment with the Delaware Secretary of State on April 26, 2024.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders approved seven proposals. The proposals below are described in the Company's definitive proxy statement dated March 15, 2024. The results are as follows: Proposal 1 : The Election of Three Class III Directors to the Board of Directors Name Votes For Votes Against Abstentions Broker Non-Votes James S. Ely III 102,880,768 18,037,258 28,732 2,545,553 Rocco A. Ortenzio 114,949,540 5,968,478 28,740 2,545,553 Thomas A. Scully 114,375,405 6,542,501 28,852 2,545,553 Proposal 2 : Non-Binding Advisory Vote on the Compensation of the Company's Named Executive Officers Votes For Votes Against Abstentions Broker Non-Votes 106,777,980 14,125,946 42,832 2,545,553 Proposal 3 : A pproval of Amendment to the Company's 2020 Equity Incentive Plan to Increase the Total Share Reserve and Add a Minimum Vesting Period Votes For Votes Against Abstentions Broker Non-Votes 119,196,980 1,718,471 31,307 2,545,553 Proposal 4 : Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 122,477,547 987,844 26,920 0 Proposal 5 : A pproval of Amendment to the Company's Amended and Restated Certificate of Incorporation To Permit the Exculpation of Officers of the Company Votes For Votes Against Abstentions Broker Non-Votes 116,474,404 4,352,165 119,189 2,545,553 Proposal 6 : Non-Binding Advisory Vote on Stockholder's Simple Majority Proposal Votes For Votes Against Abstentions Broker Non-Votes 74,680,241 46,242,865 23,652 2,545,553
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Certificate of Incorporation of Select Medical Holdings Corporation (filed herewith) 10.1 Amendment to the 2020 Equity Incentive Plan of Select Medical Holdings Corporation (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. SELECT MEDICAL HOLDINGS CORPORATION Date: April 26, 2024 By: /s/ Michael E. Tarvin Michael E. Tarvin Executive Vice President, General Counsel and Secretary