UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-34465		20-1764048
Delaware		001-31441		23-2872718
(State or other jurisdiction of		(Commission File		(I.R.S. Employer
Incorporation)		Number)		Identification No.)

4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)

(717) 972-1100
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders (the “Annual Meeting”) of Select Medical Holdings Corporation (the “Company”) was held on May 12, 2011. At the Annual Meeting, the Company’s stockholders approved six proposals. The proposals below are described in the Company’s definitive proxy statement dated March 25, 2011. The results are as follows:

Proposal 1: The Election of Three Class II Directors to the Board of Directors

Name		Votes For				Votes Against				Abstentions				Broker Non-Votes
Bryan C. Cressey			138,416,682				3,334,288				0				4,093,775
Robert A. Ortenzio			137,752,916				3,998,054				0				4,093,775
Leopold Swergold			138,353,420				3,397,550				0				4,093,775

Proposal 2: Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers

Votes For		Votes Against		Abstentions		Broker Non-Votes
139,980,922		881,898		888,150		4,093,775

Proposal 3: Non-Binding Advisory Vote on the Frequency of the Advisory Vote on Compensation of the Company’s Named Executive Officers

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
139,161,173		2,186		1,729,713		857,898		4,093,775

Based on these results, the Company’s Board of Directors determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers once every year until the next frequency vote. A frequency vote is required to be held at least once every six years.

Proposal 4: Approval of the Company’s 2011 Equity Incentive Plan

Votes For		Votes Against		Abstentions		Broker Non-Votes
135,990,629		4,939,360		820,981		4,093,775

Proposal 5: Approval of Amendment No. 1 to the Company’s 2005 Equity Incentive Plan for Non-Employee Directors

Votes For		Votes Against		Abstentions		Broker Non-Votes
135,977,663		4,927,274		846,033		4,093,775

Proposal 6: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2011

Votes For		Votes Against		Abstentions		Broker Non-Votes
145,714,895		75,930		53,920		0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.