Enhabit Inc.

05/12/2026 | Press release | Distributed by Public on 05/12/2026 11:34

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of Enhabit, Inc., a Delaware corporation (the "Company"), held on May 12, 2026 (the "Special Meeting"), the Company's stockholders voted to adopt the Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), by and among the Company, Anchor Parent, LLC, a Delaware limited liability company ("Parent"), and Anchor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
As of the close of business on April 13, 2026, the record date for the Special Meeting (the "Record Date"), there were 51,225,606 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding and entitled to vote at the Special Meeting, with each such share entitled to one vote. At the Special Meeting, the holders of a total of 36,341,102 shares (approximately 71%) of Common Stock were present or represented by proxy, constituting a quorum.
At the Special Meeting, the Company's stockholders considered (i) a proposal to adopt the Merger Agreement (the "Merger Proposal") and (ii) a proposal to approve, on a non-binding, advisory basis, a resolution on certain compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger (the "Compensation Proposal"). The proposal to approve the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes to approve the Merger Proposal at the time of the Special Meeting, was not voted on at the Special Meeting because there were sufficient votes to approve the Merger Proposal at the Special Meeting. A more complete description of each proposal is set forth in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission (the "SEC") on April 14, 2026.
The number of votes cast for or against as well as abstentions, as applicable, with respect to each matter is set forth below.
Proposal 1. The Merger Proposal
Approval of the Merger Proposal required the affirmative vote of the majority of the voting power of the issued and outstanding shares of Common Stock as of the close of business on the Record Date.
The Merger Proposal was approved with the following vote:
Votes For Votes Against Votes Abstained
36,311,910 18,275 10,917
Proposal 2. The Compensation Proposal
Approval of the Compensation Proposal required the affirmative vote of the majority of the outstanding shares of Common Stock as of the close of business on the Record Date entitled to vote on the Compensation Proposal and present or represented by proxy at the Special Meeting.
The Compensation Proposal was approved with the following vote:
Votes For Votes Against Votes Abstained
33,086,210 3,030,210 224,682
Item 8.01 Other Events.
Following receipt of the approval of the Merger Proposal, the parties intend to complete the Merger on May 15, 2026. Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement that by their nature are to be satisfied at the closing of the Merger. Following the Merger, the Common Stock will be delisted from the New York Stock Exchange and shares of the Common Stock will cease to be publicly traded.
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