Surgery Partners (SGRY) Proxy filing summary

Executive summary

• Amended merger agreement provides for an all-cash transaction with enterprise value of up to ~$6.0 billion.

• Closing remains expected in Q1 2027, subject to stockholder approval, regulatory approvals and other customary conditions.

Voting matters and shareholder proposals

• Stockholder approval is a condition to closing; the Board reaffirmed its recommendation in favor of the amended merger agreement.

• A definitive proxy statement and joint Schedule 13E-3 are expected to be filed; stockholders are urged to review them before voting.

Board of directors and corporate governance

• The Board and its Special Committee evaluated the unsolicited competing proposal and HealthSpan Partners’ updated proposal, weighing risks and benefits under their fiduciary duties.

• Following its review, the Board and Special Committee concluded the amended HealthSpan Partners agreement was the best path forward.