PACS Group (PACS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 19, 2025, with shareholders able to vote online or by proxy.

• Key proposals include director elections, auditor ratification, and advisory votes on executive compensation and its frequency.

• The company emphasizes its mission to revolutionize post-acute care, guided by values of love, accountability, excellence, trust, mutual respect, and commitment.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class I directors (Taylor Leavitt and Jacqueline Millard) for terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for 2025 is on the agenda.

• Advisory votes will be held on executive compensation and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Shareholders may submit proposals for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• The board consists of five members divided into three staggered classes, with significant board designation rights held by two co-founders.

• Three standing committees (Audit, Compensation, Nominating and Corporate Governance) are in place, each with independent directors.

• The company qualifies as a "controlled company" under NYSE rules, with over 70% voting power held by two co-founders.

• Corporate governance documents and codes are available on the company website.