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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2024 (May 23, 2024)
The Pennant Group, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 001-38900 83-3349931
     
(State or other jurisdiction
of incorporation)
 (Commission File Number) (IRS Employer Identification No.)
1675 E Riverside Drive, Suite 150,
Eagle, ID 83616
 
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (208) 506-6100
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per sharePNTGNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Pennant Group, Inc. (the “Corporation”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2024. The number of issued and outstanding shares of the Corporation’s common stock entitled to vote at the Annual Meeting was 30,391,152. These shares were issued and outstanding as of April 1, 2024, which was the record date for the Annual Meeting. There were present at the Annual Meeting, either in person or by proxy, 24,084,867 shares of the Corporation’s common stock. The matters voted upon at the Annual Meeting and the results of the votes were as follows:

1.The three nominees named below were elected by a majority of votes cast to serve as Class II directors of the board of directors, to serve until the 2027 Annual Meeting and until a successor is elected and qualified, and the voting results were as follows:

DirectorVotes ForVotes AgainstAbstentionsBroker Non-Votes
Scott E. Lamb
18,899,457 2,414,560 1,583 2,769,267 
Gregory K. Morris, MD19,795,175 1,518,841 1,584 2,769,267 
Barry M. Smith14,357,818 6,956,097 1,685 2,769,267 

2.The selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024, was ratified, and the voting results were as follows:

Votes ForVotes Against
Abstentions
24,080,034 2,611 2,222 

3.The compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved on an advisory basis, and the voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
13,703,355 7,599,880 12,365 2,769,267 





Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
   
Exhibit No. Description
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
Dated: May 29, 2024
THE PENNANT GROUP, INC. 
 By:  /s/ KIRK S. CHENEY 
  Kirk S. Cheney 
  Corporate Secretary 
 


v3.24.1.1.u2
Cover Page
May 28, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 29, 2024
Entity Registrant Name The Pennant Group, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38900
Entity Tax Identification Number 83-3349931
Entity Address, Address Line One 1675 E Riverside Drive
Entity Address, Address Line Two Suite 150
Entity Address, City or Town Eagle
Entity Address, State or Province ID
Entity Address, Postal Zip Code 83616
City Area Code 208
Local Phone Number 506-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol PNTG
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001766400
Amendment Flag false
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