Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of The Ensign Group, Inc. (the "Company") was held on May 16, 2024. The number of issued and outstanding shares of the Company's common stock entitled to vote at the Annual Meeting was 56,904,585. These shares were issued and outstanding as of March 21, 2024, which was the record date for the Annual Meeting. There were present at the Annual Meeting, either in person or by proxy, 52,709,432 shares of the Company's common stock. The matters voted upon at the Annual Meeting and the results of the votes were as follows:
1.The two nominees named below were elected to serve as Class II directors of the board of directors, to serve until the 2027 Annual Meeting, until a successor is elected and qualified, and the voting rights were as follows
|
Votes
|
Votes
|
Nominee
|
For
|
Against
|
Abstain(a)
|
|
Class II directors elected for a three-year term
|
Christopher R. Christensen
|
44,933,814
|
3,971,004
|
22,264
|
Daren J. Shaw
|
43,852,515
|
5,035,017
|
39,550
|
2. The approval of the amendment to the Certificate of Incorporation to increase the size of The Ensign Group's Board of Directors to nine from eight, and the voting results were as follows:
|
Votes For
|
Votes Against
|
Abstentions(b)
|
52,516,066
|
175,150
|
18,216
|
3. The selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024 was ratified, and the voting results were as follows:
|
Votes For
|
Votes Against
|
Abstentions(b)
|
51,515,792
|
1,173,592
|
20,048
|
4. The compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved on an advisory basis, and the voting results were as follows:
|
Votes For
|
Votes Against
|
Abstentions(c)
|
47,696,730
|
1,205,218
|
25,134
|
(a) The number of Broker non-votes was 3,782,350. Abstentions and broker non-votes are not counted as a vote caste either "For" or "Against" each nominee's election.
(b) The number of Broker non-votes was zero. Abstentions and broker non-votes were counted as shares entitled to vote and had the same effect as votes against the proposal.
(c) The number of Broker non-votes was 3,782,350. Abstentions and broker non-votes were counted as shares entitled to vote and had the same effect as votes against the proposal.