Welcome to the Encompass Health Annual Meeting of Stockholders. I will now introduce Mark Miller, Encompass Health's Chief Investor Relations Officer, who will make an introductory announcement for the meeting.
Good morning. I refer all attendees to the agenda and the rules of conduct for this meeting, which are posted on the web page from which you joined this meeting. Patrick Darby, Executive Vice President, General Counsel, and Corporate Secretary, will act as Secretary for this meeting. It is now my pleasure to introduce the Chair of this meeting, Greg Carmichael, Chairman of the Encompass Health Board of Directors.
Thank you, Mark. Ladies and gentlemen, welcome to the 2025 Annual Meeting of Stockholders of Encompass Health Corporation. I now call this meeting to order. For the convenience of any stockholders wishing to cast a vote at this meeting, I declare the polls open as of 11:01 A.M. Central Time. If you previously voted by proxy, you do not need to vote during this meeting 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 clicking on the Vote Here button on the Annual Meeting web page. In attendance today are the following other members of the Board of Directors standing for election: Edward M. Christie, Joan E. Herman, Leslye G. Katz, Patricia A. Maryland, Kevin J. O'Connor, Christopher R. Reedy, Mark J. Tarr, our President and Chief Executive Officer, and Terrance G. Williams.
Joining the previously introduced members of management in attendance is Doug Coltharp, our Executive Vice President and Chief Financial Officer. We also have with us Terry Sparks and Jack Brown from PricewaterhouseCoopers LLP, our independent registered public accounting firm. We will now proceed with the business of this meeting. Mr. Secretary, will you please report on the procedural formalities?
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 7, 2025. 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 at this 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. As noted in the agenda, there will be periods for representatives to respond to questions from stockholders. Any questions submitted must comply with the posted rules for this meeting.
The first item of business to be voted on today is the election of 10 directors to serve until our 2026 Annual Meeting of Stockholders. The Board of Directors nominees are the only persons standing for election, so I declare the nominations are closed.
I second the nominations.
The ratification 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. I move for approval of this proposal.
I second the proposal.
The third item of business to be voted on today is the approval of the compensation of our named executive officers. I move for approval of this proposal.
I second the proposal.
The fourth item of business to be voted on today is the approval of the 2025 Omnibus Performance Incentive Plan. I move for approval of this proposal.
I second the proposal.
We will now respond to any questions from stockholders regarding the four proposals submitted for a vote.
Mr. Chairman, no questions regarding the proposals have been submitted through the Annual Meeting website.
There being no further matters subject to a vote, I declare the polls closed as of 11:04 A.M. Central Time. I ask that the Inspector of Election 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.
Mr. Chairman, based on the preliminary results received from the Inspector of Election, the stockholders overwhelmingly have elected each of the 10 director nominees, have ratified the appointment of PricewaterhouseCoopers LLP, have approved the compensation of our named executive officers, and have approved the 2025 Omnibus Performance Incentive Plan.
I will now open the floor for general questions regarding the business of the company.
Mr. Chairman, no questions have been submitted through the Annual Meeting website.
There being no further questions, the formal portion of this meeting is now complete, so I move to adjourn this meeting.
I second the motion.
With that, I declare that this 2025 Annual Meeting of the 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 the company's employees who have worked diligently and consistently to make Encompass Health a leading healthcare provider. We appreciate their dedication and hard work helping our patients recover from injury or illness. We have now concluded the entire agenda for this meeting. Thank you all for attending today.
That concludes today's Annual Meeting. All lines will be disconnected. The host has ended this call. Goodbye.