Select Medical (SEM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 24, 2025, with voting on key proposals including director elections, amendments to governance documents, executive compensation, and shareholder proposals.

• Stockholders as of February 28, 2025, are eligible to vote, with the Board recommending votes FOR most management proposals, AGAINST a plant-based meal feasibility study, and NO RECOMMENDATION on annual director elections.

• The Board is composed of 10 directors, 8 of whom are independent, with a focus on diversity, regular performance reviews, and robust governance guidelines.

Voting matters and shareholder proposals

• Proposals include electing four Class I directors, eliminating supermajority voting, approving a new director compensation policy, annual director elections, a plant-based meal feasibility report, a say-on-pay vote, and auditor ratification.

• The Board recommends FOR all management proposals except the plant-based meal study (AGAINST) and provides no recommendation on annual director elections.

• Shareholder proposals include annual director elections and a feasibility study on plant-based meals; the Board supports shareholder input but opposes the plant-based meal study.

Board of directors and corporate governance

• The Board meets at least quarterly, with all directors attending at least 75% of meetings in 2024.

• A Lead Director provides independent oversight, and the Board maintains separate CEO and Chairman roles.

• Four standing committees (Audit, Compensation, Nominating, Quality of Care) are composed entirely of independent directors.

• Directors are subject to stock ownership guidelines and a code of conduct and ethics.