BrightSpring Health Services (BTSG) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, to be held virtually, with voting on three key proposals: election of Class II directors, ratification of KPMG LLP as auditor, and advisory approval of executive compensation.

• Shareholders of record as of March 30, 2026, are eligible to vote; 193,167,731 shares outstanding.

• Forward-looking statements caution that actual results may differ due to various risks and uncertainties.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors (Olivia Kirtley, Max Lin, Steve Miller) to serve until 2029.

• Proposal 2: Ratify KPMG LLP as independent registered public accounting firm for 2026.

• Proposal 3: Advisory, non-binding vote on compensation of named executive officers.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 Annual Meeting by December 21, 2026.

Board of directors and corporate governance

• Board divided into three classes with staggered terms; current nominees have extensive healthcare, financial, and governance experience.

• Board operates through Audit, Compensation, Nominating and Corporate Governance, and Quality and Compliance Committees.

• As of June 2025, no longer a “controlled company” under Nasdaq rules, but transition exemptions apply until June 2026.

• Majority of directors are independent; independence reviewed annually.

• Board leadership combines CEO and Chairman roles; no Lead Director currently elected.