PACS Group Sets Virtual Annual Meeting, Board Seeks Director Re-election

Ticker: PACS · Form: DEF 14A · Filed: Nov 25, 2025 · CIK: 2001184

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Virtual Meeting, Shareholder Vote

Related Tickers: PACS

TL;DR

**PACS's virtual annual meeting is a routine governance check, but pay votes are a chance for shareholders to flex their muscles on executive compensation.**

AI Summary

PACS Group, Inc. is holding its 2025 Annual Meeting of Stockholders virtually on December 19, 2025, at 11:00 a.m. Mountain time. Stockholders will vote on the election of Taylor Leavitt and Jacqueline Millard as Class I directors to serve until the 2028 Annual Meeting. The company also seeks ratification of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025. Additionally, stockholders will cast advisory (non-binding) votes on the frequency of future executive compensation votes and on the compensation of named executive officers. As of the November 10, 2025 Record Date, there were 156,615,444 shares of common stock outstanding, each entitled to one vote. The Board of Directors recommends voting FOR all proposals and for a ONE YEAR frequency for future advisory votes on executive compensation. The filing does not contain specific revenue, net income, or key business changes, but focuses on governance and executive compensation matters.

Why It Matters

This DEF 14A filing outlines PACS Group's upcoming annual meeting, which is crucial for investors as it details key governance decisions, including the election of directors Taylor Leavitt and Jacqueline Millard, and the ratification of Ernst & Young LLP as auditors. The advisory votes on executive compensation and its frequency provide a direct channel for stockholders to influence corporate pay practices, impacting executive incentives and potentially long-term company performance. For employees, strong governance and fair compensation practices, as reflected in these votes, can signal stability and alignment of interests. In a competitive market, transparent and accountable governance, as demonstrated by these proxy materials, can enhance investor confidence and differentiate PACS Group from peers.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement for an annual meeting, primarily focused on routine corporate governance matters such as director elections and auditor ratification. There are no indications of unusual or high-risk proposals, such as significant mergers, acquisitions, or contentious shareholder activism. The proposals are standard for a public company's annual meeting.

Analyst Insight

Investors should review the backgrounds of director nominees Taylor Leavitt and Jacqueline Millard and the rationale for Ernst & Young LLP's appointment. Pay close attention to the advisory votes on executive compensation and its frequency, as these are direct opportunities to influence corporate governance and executive incentives. Vote your shares promptly by December 18, 2025, to ensure your voice is heard.

Key Numbers

Key Players & Entities

FAQ

When is PACS Group's 2025 Annual Meeting of Stockholders?

PACS Group, Inc.'s 2025 Annual Meeting of Stockholders is scheduled for Friday, December 19, 2025, at 11:00 a.m. Mountain time. It will be a completely virtual meeting accessible via live webcast.

Who are the director nominees for PACS Group in the 2025 Annual Meeting?

The director nominees for PACS Group's 2025 Annual Meeting are Taylor Leavitt and Jacqueline Millard. They are nominated as Class I directors to serve until the 2028 Annual Meeting of Stockholders.

What is the Record Date for voting at PACS Group's Annual Meeting?

The Record Date for PACS Group's 2025 Annual Meeting is November 10, 2025. Only holders of record of common stock as of the close of business on this date are entitled to vote.

Which accounting firm is PACS Group seeking to ratify for fiscal year 2025?

PACS Group is seeking to ratify the appointment of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025.

Will there be an advisory vote on executive compensation at the PACS Group Annual Meeting?

Yes, stockholders will be asked to approve, on an advisory (non-binding) basis, the compensation of PACS Group's named executive officers at the 2025 Annual Meeting.

How many shares of common stock are outstanding and entitled to vote for PACS Group?

As of the Record Date, November 10, 2025, there were 156,615,444 shares of PACS Group common stock outstanding and entitled to vote at the Annual Meeting.

What is the Board's recommendation for the frequency of future advisory votes on executive compensation for PACS Group?

The Board of Directors of PACS Group recommends a frequency of ONE YEAR for future advisory votes on the compensation of its named executive officers.

How can PACS Group stockholders attend the virtual Annual Meeting?

PACS Group stockholders can attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/PACS2025 and entering their 16-digit control number found on their proxy card or instructions.

What happens if a quorum is not present at the PACS Group Annual Meeting?

If a quorum is not present at the scheduled time of PACS Group's Annual Meeting, the Chairperson is authorized to adjourn the meeting without a stockholder vote. Stockholders may also adjourn the meeting by affirmative vote if the Board determines.

Who are the Co-Founders and current CEO/CFO of PACS Group?

Jason Murray is the Co-Founder, Chief Executive Officer, and Chairman of PACS Group. Mark Hancock is the Co-Founder, Executive Vice Chairman, and Interim Chief Financial Officer.

Industry Context

PACS Group, Inc. operates within the healthcare services sector, likely focusing on areas such as revenue cycle management, patient engagement, or healthcare IT solutions. The industry is characterized by increasing regulatory scrutiny, evolving payment models, and a growing demand for efficiency and cost containment within healthcare systems.

Regulatory Implications

The company's operations are subject to healthcare regulations, including HIPAA, which impacts data privacy and security. The appointment of an independent auditor like Ernst & Young LLP is a standard regulatory requirement to ensure financial transparency and compliance.

What Investors Should Do

  1. Vote FOR the election of Taylor Leavitt and Jacqueline Millard as Class I directors to ensure continuity on the board until 2028.
  2. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm to maintain financial oversight and compliance.
  3. Vote FOR a ONE YEAR frequency for future advisory votes on executive compensation to allow for more frequent shareholder input on pay practices.
  4. Vote FOR the compensation of named executive officers, as recommended by the Board of Directors, to support the company's current compensation strategy.

Key Dates

Glossary

DEF 14A
A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including matters to be voted upon. (This document is the primary source of information for the upcoming PACS Group, Inc. annual meeting.)
Class I directors
A category of directors on a company's board, typically elected for a specific term and forming part of a staggered board structure. (Two Class I directors are up for election at the meeting, with terms extending to 2028.)
Independent registered public accounting firm
An external audit firm hired by a company to conduct an independent examination of its financial statements. (Stockholders are asked to ratify the appointment of Ernst & Young LLP for the fiscal year ending December 31, 2025.)
Advisory (non-binding) vote
A vote by shareholders on a particular matter, such as executive compensation, that does not legally bind the company's board of directors to take any specific action. (Stockholders will cast advisory votes on executive compensation and the frequency of such votes.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (November 10, 2025, is the Record Date for PACS Group, Inc.'s annual meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 annual meeting and does not contain comparative financial data from a previous year's proxy statement or annual report. Information regarding revenue, net income, or changes in business operations is not present in this document, which focuses solely on governance and voting matters.

Filing Stats: 4,869 words · 19 min read · ~16 pages · Grade level 13 · Accepted 2025-11-25 16:03:34

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 37 Pay Versus Performance 45 Recovery of Erroneously Awarded Compensation 48 Equity Compensation Plan Information 50 Director Compensation 51

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 53 Certain Relationships and Related Person Transactions 55 Stockholders' Proposals 57 Delinquent Section 16(a) Reports 57 Other Matters 57 Solicitation of Proxies 58 PACS's Annual Report on Form 10 - K 59 Appendix A-1 Table of Contents Proxy Statement This proxy statement is furnished in connection with the solicitation by the Board of Directors of PACS Group, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on Friday, December 19, 2025 (the "Annual Meeting"), at 11:00 a.m. Mountain time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PACS2025 and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Holders of record of shares of our common stock, $0.001 par value per share as of the close of business on November 10, 2025 (the "Record Date"), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 156,615,444 shares of common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting. The holders of common stock will vote together as a single class on all matters to be presented to stockholders at the Annual Meeting. This proxy statement and the Company's Annual Report to Stockholders for the year ended December 31, 2024 (the "2024 Annual Report") will be released on or about November 25, 2025 to our stockholders on the Record Date. In this proxy statement, "PACS", "Company", "

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing