The Ensign Group (ENSG) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 15, 2025, with four key proposals: election of directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and approval of an amendment to the 2022 Omnibus Incentive Plan.

• 2024 saw record financial and operational performance, with revenue up 14.2% and occupancy rates rising to 81.3%.

• The company expanded by adding 31 operations and 17 real estate properties, entering Tennessee.

• Strong liquidity was maintained, with $347.2 million in operating cash flow and continued dividend growth.

Voting matters and shareholder proposals

• Shareholders will vote on four proposals: electing four directors, ratifying the auditor, approving executive compensation, and amending the incentive plan.

• The board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by December 5, 2025, and can nominate directors per bylaw procedures.

Board of directors and corporate governance

• The board is classified into three staggered classes, with six of nine directors deemed independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Quality Assurance and Compliance.

• The board has a Lead Independent Director and regularly meets in executive session.

• Directors possess expertise in leadership, finance, healthcare, risk management, and public policy.

• The board actively oversees risk, succession planning, and engages with shareholders throughout the year.