Hello, welcome to a Special Meeting of the Stockholders of Select Medical Holdings Corporation, which may be referred to as the Company during this meeting. Please note that today's meeting is being recorded. At this time, all participants will be in a listen-only mode. It is my pleasure to turn the call over to your host and chair for today's meeting, Dan Thomas, a member of the Company's Board of Directors and chairman of its special committee. Mr. Thomas, you may begin. Thank you. Good morning, everyone. On behalf of the entire Board of Directors, I'd like to welcome you to the special meeting of stockholders of Select Medical Holdings Corporation. It's now 11:00 A.M. Eastern Time. This meeting is officially called to order. We're holding today's virtual meeting as a live audio webcast to facilitate stockholder attendance and participation and to efficiently communicate with our stockholders. The virtual meeting will allow stockholders with their control numbers to vote shares online from now to the close of the polls by clicking the Vote button on your screen. The business to be considered today is described in the proxy statement for this meeting, which was mailed to stockholders beginning on May 22nd, 2026. I'm joined by John Duggan, Executive Vice President, General Counsel, and Secretary of the Company. John will also serve as Secretary for the meeting. The Inspector of Election for the meeting today is from Computershare, Inc. The Inspector of Election has filed his signed oath of office, which will be filed with the minutes of this meeting. All proxies received by management have been delivered to the Inspector of Election. In terms of process for today's meeting, we will first attend to some preliminary procedural matters, followed by voting on the business matters before the meeting. Upon accessing the virtual meeting today, each individual was given the opportunity to review the rules of conduct and procedures for the meeting, which is found under the Meetings Material heading. To conduct an orderly meeting, we ask that you abide by the rules. Please note that no one attending this meeting is permitted to use any audio recording device. Again, stockholders with a control number attending this meeting via the web portal may vote their shares online in real time until the polls are closed. If you have sent in a proxy, your vote will be counted automatically without any further action on your part. If you are eligible to vote and have not submitted your proxy, if you want to change your vote, you may do so by voting on the virtual meeting website. Just follow the instructions on the screen. After voting has been completed on all matters of the agenda, we will close the polls. Mr. Duggan will review the preliminary report provided by the Inspector of Election. We will now proceed to the formal business of the meeting. I'd like to start by asking our secretary, Mr. Duggan, to review the information regarding the affidavit as to the notice of this meeting. John? Thank you, Dan. As a reminder, during this meeting, we'll have a question and answer session. Stockholders who have entered the 15-digit control number from their proxy cards and designated field on the web portal may submit their questions online at any time prior to the question and answer session by clicking on the Q&A icon in the upper right portion of the meeting center screen. We have received an affidavit from Computershare, Inc., certifying that beginning on May 22nd, 2026, proxy materials, including notice of this meeting, were mailed to all stockholders of record as of the close of business on May 11th, 2026, which was the record date for today's meeting as required by law. I have been informed by the Inspector of Election that the report of attendance indicates that of the 123,942,955 shares of company common stock outstanding and entitled to vote at this meeting, more than one-half are present in person or by proxy. Because the number of shares present in person or by proxy represents a majority of outstanding shares entitled to vote at this meeting, we therefore have a quorum, and this special meeting is duly constituted. Thank you, John. There being a quorum present, we will proceed to the proposals to be considered by our stockholders at this meeting. Three matters, all of which were proposed by the board, were presented in the proxy statement for stockholder consideration. The first item of business is to consider and vote on the adoption of the agreement and plan of merger dated as of March 2nd, 2026, as it may be amended, supplemented, or modified from time to time by and among Stallion Intermediate Corporation, Stallion MergerSub Corporation, and the company, and approve the transactions contemplated by such agreement and plan of merger, including the merger of Stallion MergerSub Corporation with and into the company, with the company continuing as the surviving corporation and a wholly-owned subsidiary of Stallion Intermediate Corporation. The transaction will be referred to as the Merger, and this proposal will be referred to as the Merger Proposal. The approval of the Merger Proposal requires the satisfaction of two vote conditions. First, the affirmative vote of the holders of the majority of the aggregate voting power of the outstanding shares of company common stock entitled to vote on the proposal at this meeting. Second, the affirmative vote of the holders of a majority of the aggregate voting power of outstanding shares of the company common stock entitled to vote of the proposal at this meeting, excluding any Shares beneficially owned directly or indirectly by the affiliated stockholders. Unaffiliated stockholders are the holders of company shares other than Stallion Intermediate Corporation, Stallion MergerSub Corporation, Mr. Robert A. Ortenzio, the Robert A. Ortenzio Descendants Trust, the Robert A. Ortenzio April 2014 Trust for Bryan A. Ortenzio. Robert A. Ortenzio April 2014 Trust for Kevin M. Ortenzio, the Robert A. Ortenzio April 2014 Trust for Madeline G. Ortenzio, the Rocco A. Ortenzio Revocable Trust dated August 14, 2007, as amended, Mr. Martin F. Jackson, and any other person that agrees to contribute all or a portion of his or her or its Company shares to Stallion Intermediate Corporation or its affiliates in lieu of receiving the merger consideration in respect thereof. In addition, the affiliates, associates, and immediate family members of such affiliated stockholders are not considered to be unaffiliated stockholders. The second item of business to consider and vote on a non-binding advisory proposal regarding certain compensation arrangements for the Company's named executive officers in connection with the merger as disclosed in the proxy statement. This proposal will be referred to as the compensation proposal. The approval of the compensation proposal requires the affirmative vote of the holders of a majority of the shares of the Company common stock in person or represented by proxy at this meeting and entitled to vote on such proposal. The third and final item of business is to consider and vote on proposal to adjourn this meeting from time to time to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there is an insufficient number of votes to approve the merger proposal at this time. This proposal will be referred to as the adjournment proposal. The adjournment proposal will not be put to a vote of the stockholders today, as the Board has determined that an adjournment of today's meeting is not necessary. With that, we can move on to the vote. I declare that the polls are now open for voting on each matter proposed at this special meeting. If you are voting today, you must submit your vote at this time on the web portal in order for them to be counted by the Inspector of Election. The Inspector of Election will not accept proxies, ballots or votes or any changes or revocations submitted after the closing of the polls. The Inspector of Election will tabulate the votes in accordance with their standard procedures, and the results of the balloting will be certified by the Inspector of Election. Upon certification, the company will publicly announce the results of the voting on items presented at this meeting. John? We will now attempt to answer questions posed through the virtual meeting web portal by our stockholders. As mentioned earlier, stockholders who have entered the 15-digit control number from their proxy card in the designated field on the web portal may submit their questions through the portal by clicking on the Q&A dialogue icon in the upper right portion of the meeting center screen. Brian Rusignuolo, the Company's Executive Vice President and Chief Information Officer, will now provide the questions, if any, submitted by stockholders during the meeting. There are no questions submitted. Back to you, Dan. Okay. Thanks, Brian. I declare that the polls for each matter to be voted on at this special meeting are now closed. Inspector of Election has delivered a preliminary report of the voting results, which I will ask Mr. Duggan to report on at this time. John? Thank you, Dan. The merger proposal has been approved by, first, the holders of at least a majority of the outstanding shares of company common stock entitled to vote on such proposal and second, the holders of at least a majority of the outstanding shares of company common stock held by the unaffiliated stockholders who cast votes on such proposal at this meeting. The compensation proposal has been approved by the holders of a majority of the shares of company common stock present in person or represented by proxy at this meeting and entitled to vote on such proposal. Okay. Thank you, John. I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. You've now heard the results of the voting, and this completes the business to be conducted at this meeting. The official vote count will be reported by the company on a Form 8-K to be filed with the SEC within four business days. Thank you for your attendance. This meeting will now be adjourned. This concludes today's meeting. You may now disconnect.
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