The Ensign Group (ENSG) Proxy filing summary

Executive summary

• 2025 saw strong operational and financial performance, with occupancy and skilled mix days rising and total skilled services revenue up 18.7% to $4.84 billion.

• Consolidated revenue reached $5.06 billion, an 18.7% increase year-over-year, and the company expanded into three new states.

• The company maintained robust liquidity, generated $564.3 million in operating cash flow, and increased its dividend for the 23rd consecutive year.

• Leadership transitions included the appointment of a new Chairman and the addition of new directors with deep healthcare and financial expertise.

Voting matters and shareholder proposals

• Shareholders will vote on the election of four directors, ratification of Deloitte & Touche LLP as auditor for 2026, and an advisory say-on-pay vote for executive compensation.

• The board recommends voting FOR all proposals.

• Shareholders may submit proposals and director nominations for future meetings, subject to advance notice and procedural requirements.

Board of directors and corporate governance

• The board is classified into three staggered classes, with six of nine directors deemed independent under Nasdaq rules.

• The roles of Chairman and CEO are combined, with a Lead Independent Director providing additional oversight.

• Four standing committees (Audit, Compensation, Nominating and Corporate Governance, Quality Assurance and Compliance) oversee key governance areas.

• Directors possess a mix of leadership, financial, healthcare, and risk management expertise.

• Board and committee attendance exceeded 75% in 2025, with regular executive sessions held without management.