Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 30, 2022
Encompass Health Corporation
(Exact name of Registrant as specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-10315
63-0860407
(Commission File Number)
(IRS Employer Identification No.)
9001 Liberty Parkway, Birmingham, Alabama35242
(Address of Principal Executive Offices, Including Zip Code)
(205) 967-7116
(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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
EHC
New York Stock Exchange
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director.
On March 30, 2022, the Board of Directors (the “Board”) of Encompass Health Corporation (the “Company”), unanimously approved, effective as of that date, an increase in the number of directors constituting the Board from 15 to 16 and, upon the recommendation of its Nominating/Corporate Governance Committee, the appointment of Kevin J. O’Connor as director to fill the newly created vacant seat. The Board also appointed Mr. O’Connor to its Nominating/Corporate Governance Committee and Compliance and Quality of Care Committee. The Board has determined Mr. O’Connor is independent for purposes of the listing standards of The New York Stock Exchange and the Company’s Corporate Governance Guidelines. He will be compensated for his board service in accordance with the standard compensation practices for nonemployee directors of the Corporation, which are more fully described in the “Corporate Governance and Board Structure – Compensation of Directors” section of the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021. There are no arrangements or understandings between Mr. O’Connor and any other person pursuant to which he was selected to serve on the Board, nor is he a participant in any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.
On March 30, 2022, the Board also approved the reduction in the size of the board from 16 to 11 members effective as of the conclusion of the 2022 Annual Meeting of Stockholders.
On March 31, 2022, the Company issued a press release, attached hereto as Exhibit 99.1, announcing these matters.
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
ENCOMPASS HEALTH CORPORATION
By:
/S/ Patrick Darby
Name:
Patrick Darby
Title:
Executive Vice President, General Counsel and Secretary
