The Pennant Group (PNTG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 16, 2025, with voting on five key proposals, including director elections, amendments to the certificate of incorporation, incentive plan updates, auditor ratification, and executive compensation approval.

• Only shareholders of record as of March 18, 2025, are eligible to vote, with each share entitled to one vote; multiple voting methods are available.

• Board recommends voting in favor of all proposals, emphasizing alignment with best practices and shareholder interests.

Voting matters and shareholder proposals

• Election of two Class III directors (Stephen M.R. Covey and Suzanne D. Snapper) for three-year terms.

• Amendment to certificate of incorporation to allow officer exculpation under Delaware law.

• Approval of amended and restated 2019 Omnibus Incentive Plan, adding 3,275,000 shares for equity awards.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Shareholder proposals for the 2026 meeting must be submitted between February 15 and March 17, 2026.

Board of directors and corporate governance

• Board consists of three staggered classes, with annual elections for one class; majority of directors are independent.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Quality Assurance and Compliance.

• Board leadership combines CEO and Chairman roles, with a lead independent director.

• Directors receive a mix of cash and equity compensation, with annual retainers and automatic restricted stock grants.

• Board and committee meetings had high attendance in 2024.