Surgery Partners (SGRY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of April 8, 2026, are eligible to vote; materials are available online or by request.

• The Board recommends voting FOR all proposals, including director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Three Class II directors are up for election for three-year terms.

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

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• No other shareholder proposals are scheduled; proxies may vote on other business if raised.

Board of directors and corporate governance

• The Board is divided into three staggered classes, each serving three-year terms.

• Board currently consists of 10 directors, with a majority determined independent under Nasdaq standards.

• Separate roles for Chairman and CEO; current Chairman is Blair E. Hendrix.

• Committees include Audit, Compensation, Governance, and Compliance & Ethics, each with defined charters.

• Directors are expected to attend all meetings; all met attendance requirements in 2025.