Select Medical (SEM) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger, where the company will be acquired and taken private by a consortium led by senior executives and an affiliated private equity fund, with shareholders receiving $16.50 per share in cash, representing an 18% premium to the unaffected share price and a 25% premium to the 90-day average price.

• The board formed a Special Committee of independent directors to evaluate the transaction, negotiate terms, and recommend action, with the committee unanimously determining the merger is fair and in the best interests of unaffiliated shareholders.

• The merger is structured as a “going private” transaction, after which the company will be wholly owned by the acquiring consortium, and shares will be delisted from the NYSE.

• The transaction is subject to approval by a majority of all outstanding shares and a majority of unaffiliated shares, with certain insiders and rollover holders excluded from the latter calculation.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval to adjourn the meeting if more time is needed to solicit votes.

• The board and Special Committee unanimously recommend voting FOR all proposals.

• Shareholders who do not vote or abstain will have their shares counted as votes against the merger proposal.

• Dissenting shareholders who comply with Delaware law may seek appraisal rights for the fair value of their shares.

Board of directors and corporate governance

• The Special Committee, composed solely of independent and disinterested directors, was delegated full authority to evaluate, negotiate, and recommend or reject any transaction.

• The Special Committee retained independent legal and financial advisors and led a thorough process, including outreach to other potential bidders.

• The board’s approval of the merger is contingent on the Special Committee’s recommendation.

• After the merger, the directors of the merger subsidiary will become the directors of the surviving corporation.