Encompass Health (EHC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2025, via live webcast, with voting on four key proposals and participation limited to shareholders of record as of March 7, 2025.

• Proposals include election of 10 directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory vote on executive compensation, and approval of the 2025 Omnibus Performance Incentive Plan.

• Board recommends voting FOR all proposals; detailed instructions for voting by internet, phone, mail, or during the meeting are provided.

Voting matters and shareholder proposals

• Election of 10 directors to serve until the 2026 annual meeting; majority voting standard applies.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Advisory say-on-pay vote on executive compensation; prior year approval rate was 98%.

• Approval of the 2025 Omnibus Performance Incentive Plan, authorizing up to 12 million shares for equity awards.

• Board recommends FOR all proposals; shareholders may submit additional proposals for future meetings per bylaw requirements.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; independent, non-executive chairman.

• All standing committees are fully independent; annual board and committee evaluations are conducted.

• Board diversity includes four female directors and three from underrepresented groups; average tenure is 6.4 years.

• Directors are subject to term limits and mandatory retirement age; robust stock ownership requirements are in place.

• Shareholders may amend bylaws by majority vote and have rights to call special meetings and act by written consent.