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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 2, 2024
Encompass Health Corporation
(Exact name of Registrant as specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-1031563-0860407
(Commission File Number)(IRS Employer Identification No.)
9001 Liberty Parkway, Birmingham, Alabama 35242
(Address of Principal Executive Offices, Including Zip Code)
(205) 967-7116
(Registrant’s Telephone Number, Including Area Code)
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 communication 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.     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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareEHCNew York Stock Exchange


Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 2, 2024, Encompass Health Corporation (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) at its principal executive office in Birmingham, Alabama. During the Annual Meeting, the stockholders of the Company voted on the following:
1.election of the 10 persons nominated by the Company’s board of directors (the “Board”);
2.ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm;
3.approval of the compensation of the Company’s named executive officers, as disclosed in the proxy statement filed on April 2, 2024 pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and
4.stockholder proposal requesting a report on effectiveness of diversity, equity and inclusion efforts.
As of the record date for the Annual Meeting, there were 100,693,390 shares of the Company’s common stock issued and outstanding. Each share of common stock was entitled to one vote on each matter properly brought before the Annual Meeting. The common stock voted together as a class. Votes representing 94.4% of the combined voting power of the common stock were represented by proxy at the Annual Meeting.
The final voting results for the Annual Meeting were as follows:
•Proposal 1, election of directors, each of the nominees was elected:
Name of NomineeVotes For
Votes
Against
Votes
Abstained
Greg D. Carmichael88,073,6061,206,413837,171
Edward M. Christie III88,829,119450,779837,292
Joan E. Herman87,893,6451,379,530844,015
Leslye G. Katz84,729,9874,542,542844,661
Patricia A. Maryland88,760,994518,399837,797
Kevin J. O’Connor88,536,458743,505837,227
Christopher R. Reidy88,617,608662,727836,855
Nancy M. Schlichting88,733,866546,825836,499
Mark J. Tarr88,734,594547,270835,326
Terrance Williams88,808,997472,272835,921

•Proposal 2, ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, passed:
Votes ForVotes AgainstVotes Abstained
90,907,1223,256,357859,023
•Proposal 3, approval of the compensation of the Company’s named executive officers, passed:
Votes ForVotes AgainstVotes Abstained
87,432,8471,824,905859,438
•Proposal 4, request for a report on effectiveness of diversity, equity and inclusion efforts, did not pass:
Votes ForVotes AgainstVotes Abstained
25,936,68063,282,592897,918
Proposals 1, 3 and 4 each received 4,905,312 broker non-votes. There were no broker non-votes on Proposal 2.


ITEM 7.01. Regulation FD Disclosure.

Following the Annual Meeting, the Board elected Mr. Greg Carmichael as Chairman of the Board. Mr. Carmichael, currently the executive chairman of the board of directors of City National Bank, a subsidiary of Royal Bank of Canada, has served on the Company’s Board since January 1, 2020.
The information contained herein is being furnished pursuant to Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.


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.


ENCOMPASS HEALTH CORPORATION
By:
/S/   Patrick Darby
Name:Patrick Darby
Title:Executive Vice President, General Counsel and Secretary

Dated: May 6, 2024


v3.24.1.u1
Cover
May 02, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 02, 2024
Entity Registrant Name Encompass Health Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 001-10315
Entity Tax Identification Number 63-0860407
Entity Address, Address Line One 9001 Liberty Parkway
Entity Address, City or Town Birmingham
Entity Address, State or Province AL
Entity Address, Postal Zip Code 35242
City Area Code 205
Local Phone Number 967-7116
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol EHC
Security Exchange Name NYSE
Amendment Flag false
Entity Central Index Key 0000785161
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