Form 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2011
 
SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   001-34465   20-1764048
Delaware   001-31441   23-2872718
(State or other jurisdiction of   (Commission File   (I.R.S. Employer
Incorporation)   Number)   Identification No.)
 
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055

(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 


 

Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders (the “Annual Meeting”) of Select Medical Holdings Corporation (the “Company”) was held on May 12, 2011. At the Annual Meeting, the Company’s stockholders approved six proposals. The proposals below are described in the Company’s definitive proxy statement dated March 25, 2011. The results are as follows:
Proposal 1: The Election of Three Class II Directors to the Board of Directors
                                 
Name   Votes For     Votes Against     Abstentions     Broker Non-Votes  
Bryan C. Cressey
    138,416,682       3,334,288       0       4,093,775  
Robert A. Ortenzio
    137,752,916       3,998,054       0       4,093,775  
Leopold Swergold
    138,353,420       3,397,550       0       4,093,775  
Proposal 2: Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
139,980,922
  881,898   888,150   4,093,775
Proposal 3: Non-Binding Advisory Vote on the Frequency of the Advisory Vote on Compensation of the Company’s Named Executive Officers
                 
One Year   Two Years   Three Years   Abstentions   Broker Non-Votes
139,161,173   2,186   1,729,713   857,898   4,093,775
Based on these results, the Company’s Board of Directors determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers once every year until the next frequency vote. A frequency vote is required to be held at least once every six years.
Proposal 4: Approval of the Company’s 2011 Equity Incentive Plan
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
135,990,629   4,939,360   820,981   4,093,775

 

 


 

Proposal 5: Approval of Amendment No. 1 to the Company’s 2005 Equity Incentive Plan for Non-Employee Directors
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
135,977,663   4,927,274   846,033   4,093,775
Proposal 6: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2011
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
145,714,895   75,930   53,920   0

 

 


 

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION
 
 
Date: May 17, 2011  By:   /s/ Michael E. Tarvin    
    Michael E. Tarvin   
    Executive Vice President, General Counsel and
Secretary