Select Medical (SEM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 23, 2026, with voting eligibility for shareholders of record as of February 27, 2026.

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

• The board recommends voting for all its proposals and against a shareholder proposal for a lower threshold to call special meetings.

Voting matters and shareholder proposals

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

• Advisory vote on executive compensation (say-on-pay) and on the frequency of such votes.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

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

• Advisory vote to provide shareholders the right to call a special meeting at a 25% ownership threshold (board proposal) and a 10% threshold (shareholder proposal), with the board supporting the former and opposing the latter.

Board of directors and corporate governance

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

• Board diversity includes two women and one Asian director; the board values a mix of skills and backgrounds.

• The board meets at least quarterly, with all directors attending at least 75% of meetings in 2025.

• Lead Director role established for independent oversight; board leadership is split between Executive Chairman and CEO.

• Corporate governance guidelines require directors to report changes in affiliations and offer resignation if they no longer meet requirements.