Encompass Health (EHC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2026, with voting available online, by phone, mail, or during the meeting for shareholders of record as of March 9, 2026.

• Shareholders will vote on the election of 10 directors, ratification of the independent auditor, and an advisory say-on-pay vote for executive compensation.

• The board and all committees are majority independent, with robust governance practices, annual evaluations, and active shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will elect 10 directors to serve until the 2027 annual meeting.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 is recommended.

• Advisory approval of executive compensation is sought, with the board recommending a vote in favor.

• Shareholders may submit proposals for the 2027 meeting between January 7 and February 6, 2027.

Board of directors and corporate governance

• 9 of 10 directors are independent; the board is declassified with annual elections.

• Board committees (Audit, Compensation and Human Capital, Compliance and Quality of Care, Nominating/Corporate Governance) are fully independent.

• Diversity is emphasized: three directors are female and three identify as members of underrepresented groups.

• Directors are subject to term limits and a mandatory retirement age, with exceptions at the board's discretion.

• Stockholders representing 20% of shares may call a special meeting; written consent is permitted.