Surgery Partners (SGRY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 6, 2025, with voting on four key proposals, including director elections, executive compensation, a new incentive plan, and auditor ratification.

• Shareholders of record as of April 8, 2025, are eligible to vote, with materials available online and by request.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors for three-year terms, an advisory vote on executive compensation, approval of the 2025 Omnibus Incentive Plan, and ratification of Ernst & Young LLP as the independent auditor.

• The Board unanimously recommends voting FOR all proposals.

• Voting can be done online, by phone, or by mail, and shareholders can change their vote at the meeting.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; 11 directors currently serve.

• Director independence is reviewed per Nasdaq standards; most directors are independent.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Compliance and Ethics, each with defined charters and responsibilities.

• Directors are expected to attend all meetings; in 2024, all met attendance requirements.