PACS Group (PACS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, will be held virtually, allowing shareholders to attend and vote online with a 16-digit control number.

• Shareholders will vote on director elections, auditor ratification, and executive compensation, with additional business as may arise.

• 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

• Election of two Class II directors (Evelyn Dilsaver and Mark Hancock) to serve until 2029.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 29, 2026.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes; four are independent under NYSE rules.

• Messrs. Murray and Hancock have board designation rights and collectively control about 70% of voting power.

• The company qualifies as a "controlled company" under NYSE rules and is exempt from certain governance requirements.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with independent members and written charters.

• Lead independent director presides over executive sessions.