Select Medical Shareholders Approve Director Pay Policy and Charter Changes at Annual Meeting

Select Medical Holdings Corporation held its annual meeting of shareholders, where multiple governance and compensation-related proposals were approved. The company announced key decisions affecting board structure, executive pay, and voting thresholds.

???? Director Compensation Policy Approved
Shareholders voted in favor of a new Non-Employee Director Compensation Policy, which includes:

A quarterly cash retainer of $18,000, or the option to receive fully vested shares instead

A $3,000 attendance fee for in-person board meetings and $600 for telephonic participation

Additional fees for committee roles

???? Charter and Bylaws Amended
The company also received approval to eliminate supermajority voting requirements, simplifying the process to amend its charter and bylaws with a simple majority of outstanding shares. Related amendments to the bylaws were implemented immediately following the filing with Delaware’s Secretary of State.

???? Voting Results on Key Proposals:
Proposal 1: Election of four directors, including Russell L. Carson and Marilyn B. Tavenner

Proposal 2: Charter amendment to eliminate supermajority vote (~99% approval)

Proposal 3: Approval of the director compensation policy

Proposal 4: A shareholder proposal to move to annual director elections was not approved

Proposal 5: Advisory approval of executive compensation

Proposal 6: Ratification of PwC as the independent auditor for 2025