Select Medical (SEM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 24, 2025, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders as of February 28, 2025, are eligible to vote on key proposals, including director elections, amendments to governance documents, compensation policies, and auditor ratification.

• The Board recommends voting for all director nominees, for eliminating supermajority voting, for the director compensation policy, for executive compensation, and for auditor ratification, but makes no recommendation on the proposal for annual director elections.

Voting matters and shareholder proposals

• Proposals include electing four Class I directors, eliminating supermajority voting, approving the non-employee director compensation policy, a shareholder proposal for annual director elections, a say-on-pay vote, and auditor ratification.

• The Board supports all proposals except the annual director election proposal, for which it provides no recommendation.

• The proposal to eliminate supermajority voting would lower the threshold for bylaw and charter amendments to a simple majority.

• The shareholder proposal to elect directors annually is advisory; if approved, the Board will consider further action and may propose declassification at the 2026 meeting.

Board of directors and corporate governance

• The Board consists of 10 directors, 8 of whom are independent, with a mix of skills and backgrounds.

• Board diversity includes 2 women and 1 Asian director; the Board meets at least quarterly, and all directors attended at least 75% of meetings in 2024.

• The Board has a Lead Director, separate CEO and Chairman roles, and four standing committees: Audit and Compliance, Human Capital and Compensation, Nominating, and Quality of Care.

• Directors are expected to adhere to a Code of Conduct and Ethics, and the Board regularly reviews its leadership structure.