Select Medical (SEM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2026, to be held virtually at 11:00 am Eastern Time.

• Proxy materials are available online, and shareholders are encouraged to review them before voting.

• Voting can be done online or by requesting a paper copy of the proxy materials.

Voting matters and shareholder proposals

• Election of Class II Directors is on the agenda.

• Advisory vote on executive compensation for named executive officers.

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

• Proposal to amend the certificate of incorporation to phase out the classified board structure.

• Advisory vote on company proposal for shareholders to call a special meeting at a 25% ownership threshold.

• Advisory vote on shareholder proposal for special meeting rights at a 10% ownership threshold, if presented.

• Board recommends voting FOR all proposals except the 10% threshold for special meetings, which it recommends AGAINST.

Board of directors and corporate governance

• Proposal to phase out the classified structure of the board, moving toward annual director elections.