Select Medical (SEM) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 23, 2026, with voting open to shareholders of record as of February 27, 2026.

• Key proposals include director elections, executive compensation, auditor ratification, board declassification, and special meeting rights.

• The Board recommends voting for all its proposals and against a shareholder proposal to lower the threshold for calling special meetings.

Voting matters and shareholder proposals

• Election of three Class II directors, with terms dependent on approval of board declassification.

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

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal to phase out the classified board structure, moving to annual director elections by 2028.

• Advisory vote to allow shareholders with 25% ownership to call special meetings (Board proposal).

• Advisory vote on a shareholder proposal to allow 10% ownership threshold for special meetings (Board recommends against).

Board of directors and corporate governance

• Board consists of ten directors, eight of whom are independent per NYSE standards.

• Board diversity includes two women and one Asian director; regular review of board composition and diversity.

• Lead Independent Director role established; board meets at least quarterly, with all directors attending at least 75% of meetings.

• Corporate governance guidelines require directors to report changes in affiliations and offer resignation if requirements are not met.

• Four standing committees: Audit and Compliance, Human Capital and Compensation, Nominating, and Quality of Care.