Encompass Health Corporation (EHC)
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AGM 2018

May 3, 2018

Speaker 1

Of Encompass Health Corporation. I am Lee Higdon, Chairman of the Board of Directors, and I now call this meeting to order. Before we proceed to the formal business of the meeting, I would like to introduce the members of our Board of Directors, all of whom are with us today. I will ask each of them to stand as I call their names. In addition to me, they are John Chitse, Don Correll, Yvonne Kuehl, Charles Elson, Joan Herman, Leslie Katz, John Maupin, Nancy Schlichtien, Ed Shaw and our CEO, Mark Tarr.

Okay. So we will now proceed with the business of our meeting. As you enter the meeting room, you should have received an agenda for the meeting and the rules of conduct that will govern the meeting. I will preside at today's meeting and Patrick Darby will act as Secretary. Mr.

Secretary, will you please read the report on the procedural formalities?

Speaker 2

Thank you, Mr. Chairman. I have an affidavit from the firm proxy cards were duly mailed to stockholders of record as of March 7, 2018. A list of those stockholders is present at this meeting and available for inspection. This list has been available for a period in excess of 10 days.

The company has appointed Deborah Baker as the Inspector of Election for this meeting. Ms. Baker has taken and signed an oath quorum is present at this meeting. The 4 items to be voted on at this meeting are listed in the agenda. These items are more fully described in the proxy statement previously made available to stockholders.

The company did not receive any stockholder nominations or proposals for this meeting. There will be a period for questions and comments about these agenda items before we vote. Later in the meeting, there will be another period for general questions and comments from stockholders. Questions or comments must comply with our rules for this meeting.

Speaker 1

Okay. Thank you, Patrick. The first item of business to be voted on today is the election of 11 directors to serve until our 2019 Annual Meeting of Stockholders. The Board of Directors nominees are the only persons standing for election. So I declare that the nominations are closed.

Speaker 2

2nd, the nominations.

Speaker 1

Proposal 2, the ratification of our independent registered public accountants. Ratification of the appointment by the audit committee of PricewaterhouseCoopers LLP as Encompass Health's independent registered public accounting firm is the 2nd item of business to be voted on today. I move approval of this proposal.

Speaker 2

Second it.

Speaker 1

The 3rd item of business to be voted on today is the approval of the compensation for our named executive officers. I move for approval of this proposal.

Speaker 2

And I second.

Speaker 1

We will now proceed to the period set aside for questions and comments regarding the proposals only. As mentioned earlier, there will be an opportunity later in the meeting for general questions and comments. If you would like to speak, please stand up and wait to be recognized. Okay. There being no questions or comments, it is now time to proceed to voting on the agenda and comments.

The polls are now open as of 12/02. How precise is that? I mean, you got to applaud the technology here. 12/02, Central Time, if you previously voted by proxy, you do not need to vote by ballot unless you wish to change your vote. However, if any shareholder present has not yet cast a vote or wishes to change a prior vote, you may do so by completing a new ballot.

If you need a ballot, please raise your hand now and we will bring one to you. Does anybody need a ballot? Oh, that's good. So there being no need for further ballots, I declare the polls closed as of

Speaker 2

12:0:2 p. M.

Speaker 1

12:0:2. Okay. That was very quick. I ask that the Secretary when complete. And that's now been done.

I now ask the secretary present the preliminary voting results.

Speaker 2

Thank you. Based on the preliminary results received from the Inspector of Election, the stockholders overwhelmingly have elected each of the 11 nominees as a member of the Board of Directors to serve until the 2019 Annual Meeting of Stockholders. The voting also has ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm and the voting has approved the compensation of our named executive officers.

Speaker 1

Okay. That's good. Thank you. I will now open the floor for general questions and comments. If you would like to speak, please stand up and wait to be recognized.

Okay. There being no further questions or there being no questions, the formal portion of this meeting is now complete. So I move to adjourn this meeting.

Speaker 2

I second the motion.

Speaker 1

With that, I declare this 2018 annual meeting of the stockholders adjourned.

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