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 34,722,287 shares outstanding.

• Proxy materials and the 2024 Annual Report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Election of two Class III directors: Stephen M.R. Covey (incumbent) and Suzanne D. Snapper (new nominee), both deemed independent.

• Amendment to certificate of incorporation to allow officer exculpation under Delaware law, aligning officer protections with those of directors.

• Approval of the Amended and Restated 2019 Omnibus Incentive Plan, adding 3,275,000 shares and updating plan provisions.

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

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

Board of directors and corporate governance

• Board is classified into three staggered classes, with annual elections for one class.

• Majority of directors are independent per Nasdaq rules; independent directors meet in executive session annually.

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

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

• Director compensation includes cash retainers and restricted stock grants, benchmarked to peer companies.