Encompass Health Corporation (EHC)
NYSE: EHC · Real-Time Price · USD
101.98
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Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2024

May 2, 2024

Donald Correll
Chairman of the Board, Encompass Health

Good morning, ladies and gentlemen, and welcome to the 2024 Annual Meeting of the Stockholders of Encompass Health Corporation. My name is Don Correll. I'm 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'd like to just take a minute to reflect upon my time and my tenure here at Encompass Health. So as you may already know, we are completing yet another portion of our previously announced board refreshment process this year, and my colleague, John Chidsey, and I are retiring effective at the end of this meeting. We've seen some significant growth and successes by the company during our time here. Needless to say, things were different about 20 years ago when we joined the board.

I'll give the short version and just say that the company was dealing with a host of legacy issues at that time, that consumed an awful lot of our time. We were also trying to set a new course for our future with a new management team, several of whom are still with us, to lead the company. A sound foundation was formed at a time when the company had approximately 80 hospitals and was just opening one periodically. The last several years, a pattern has been set where we're now opening eight or more a year, and we now have 160 hospitals. That's quite an accomplishment.

On behalf of John and me, I wish to express what an honor it has been to work with so many talented individuals here at Encompass Health, and we're both grateful to have had the chance to help advance the company's important mission. So each of the members of the board of directors standing for election is also here. They are Greg Carmichael, Ted Christie, Joan Herman, Leslye Katz, Patricia Maryland, Kevin O'Connor, Chris Reidy, Nancy Schlichting, Mark Tarr, and Terrance Williams. Having personally witnessed the continuing directors' dedication and efforts as part of our succession made here at Encompass Health, that helps make us one of the preeminent providers of inpatient rehab services in the United States, I can confidently say that we're leaving all the stockholders' interests in good hands. So we'll now proceed with the business of this meeting.

As you entered the room, you should have received an agenda and the rules of conduct for the meeting. I will preside at today's meeting, and Patrick Darby will act as our secretary. Mr. Secretary, will you please report on the procedural formalities?

Patrick Darby
EVP, Secretary and General Counsel, Encompass Health

Mr. Chairman, I have an affidavit from the firm responsible for mailing our proxy materials, confirming that the notice of annual meeting and proxy materials were duly mailed to stockholders of record as of March 8, 2024. A list of those stockholders has been available for inspection 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 to execute faithfully the duties of Inspector of Election. I also report that the preliminary vote count indicates that a quorum is present for the meeting. The four 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 board received no director nominations from stockholders for this meeting.

There will be a period for general questions and comments from stockholders. Questions and comments must comply with our rules for this meeting.

Donald Correll
Chairman of the Board, Encompass Health

Thank you. The first item of business to be voted on today is the election of 10 directors to serve until our 2025 annual meeting of stockholders. The board of directors' nominees are the only person standing for election, so I declare that nominations are closed. The ratification proposal 2 of the appointment by the Audit Committee of PricewaterhouseCoopers LLP as our independent registered public accounting firm is the second item of business to be voted upon. The third item of business to be voted on today is the approval of compensation of our named executive officers. Proposal 4, the fourth item of business to be voted on today, is the stockholder proposal requesting a report on effectiveness of diversity, equity, and inclusion. A representative of the proponent, Ms. Lowy, will now have 2 minutes to present this proposal. We have a microphone.

Rachel Lowy
Representative, As You Sow

Hello, and good morning. My name is Rachel Lowy, and it's a pleasure to be here. I speak on behalf of the nonprofit advocacy organization, As You Sow, and I formally move proposal number four, asking for Encompass Health to share data on the effectiveness of its diversity, equity, and inclusion efforts by publishing its hiring, retention, and promotion rates of employees by gender, race, and ethnicity. Successful diversity and inclusion programs do not hire or promote employees because of their race, gender, or other diverse characteristics.... rather, well-implemented diversity and inclusion initiatives ensure that an employee's diverse characteristics do not prevent them from reaching the same career milestones and having the same ability to contribute to the success of the company as their non-diverse colleagues. This data matters.

Research shows that there are statistically significant positive correlations between manager diversity and free cash flow per share, income after tax, long-term growth, and a ten-year compound annual growth rate, among other financial performance indicators. It's no longer rare or unusual for companies to share the inclusion data, hiring, promotion, and retention rate data being requested. Encompass Health peers that provide or have committed to provide significantly more data than Encompass Health include Baxter International, Biogen, Cardinal Health, Hologic, Humana, Pfizer, UnitedHealth Group, and Universal Health Services, among hundreds of others. It is important that investors can discern between the companies who are intentionally instilling equitable practices into their culture and which ones are losing out of the benefits of diversity, such as innovation, problem-solving, risk mitigation, and new market development. We ask that Encompass Health Board share the diversity-related data its investors have requested.

Publishing these metrics would help establish trust between the company and its stakeholders that Encompass Health is dedicated to fostering an inclusive culture. Thank you for your time.

Donald Correll
Chairman of the Board, Encompass Health

Thank you, Ms. Lowy. The polls are now open as of 11:08 A.M. 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 stockholder 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. Seeing that there's no new ballots being requested, I declare the polls closed at 11:09 A.M. Central Time, and I ask that the Inspector of Elections prepare a report on the final voting results and submit it to the Secretary when complete. I now ask the Secretary to present the preliminary voting results.

Patrick Darby
EVP, Secretary and General Counsel, Encompass Health

Thank you, Mr. Chairman. Based on the preliminary results received from the Inspector of Election, the stockholders overwhelmingly have elected each of the 10 nominees at an average approval rate of over 98.6% of those voting. Stockholders also have ratified the appointment of PricewaterhouseCoopers LLP at a rate of in excess of 96.5% of shares voting, and stockholders have approved the compensation of our named executive officers at a rate in excess of 97% of those voting. On proposal four, submitted by our shareholder, over 70% of our stockholders have voted against the proposal. Less than 29% voted for it, with approximately 1% abstaining. So based on those results, our shareholders have adopted proposals one, two, and three, and rejected proposal four.

Donald Correll
Chairman of the Board, Encompass Health

Thank you. I'll now open the floor for general questions. If you would like to speak, please stand up and wait to be recognized. Except for those of you who are already standing up. There being no further questions, the formal portion of this meeting is now complete, so I move to adjourn this meeting.

Patrick Darby
EVP, Secretary and General Counsel, Encompass Health

I second the motion.

Donald Correll
Chairman of the Board, Encompass Health

With that, I declare the 2024 Annual Meeting of Stockholders adjourned. It now gives me great honor and pleasure, on behalf of the entire board of directors and management, to recognize and thank all of the company's employees who have worked diligently and consistently to make Encompass Health a leading healthcare provider. We appreciate all of your dedication and hard work, helping our patients recover from injury or illness.

Mark Tarr
President and CEO, Encompass Health

Mr. Chairman, on behalf of the management team and entire staff at Encompass Health, I want to express our sincere appreciation to you and John for having served the company and its stockholders for this tremendous period of growth and success. The expertise and leadership you have provided has contributed to the significant growth of the company and benefit of its shareholders. Thank you.

Donald Correll
Chairman of the Board, Encompass Health

Thank you, Mark. Thank you.

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