Encompass Health Corporation (EHC) Earnings Call Transcript & Summary

May 4, 2023

New York Stock Exchange US Health Care Health Care Providers and Services shareholder_meeting 6 min

Earnings Call Speaker Segments

Donald Correll

executive
#1

Stockholders of Encompass Health Corporation, I'm Don Correll, Chairman of the Board of Directors, and I now call this meeting to order. Each of the members of the Board of Directors is here with us today. The other members of the Board are Greg Carmichael, just raise your hand when I call your name, John Chidsey, Joan Herman, Leslye Katz, Patricia Ireland (sic) [ Maryland ], Kevin O'Connor, Chris Reidy, Nancy Schlichting, Mark Tarr and Terrance Williams. We'll now proceed with the business of the meeting. As you entered the room, you should have received an agenda and the rules of conduct for the meeting, and I'll preside at today's meeting, and Patrick Darby will act as our secretary. Mr. Secretary, will you please report on the procedural formalities?

John Darby

executive
#2

Mr. Chairman, I have an affidavit from the firm responsible for mailing our proxy material confirming that the notice of annual meeting and proxy materials were duly mailed to stockholders of record as of March 9, 2003 (sic) [ 2023 ]. A list of those stockholders is present at this meeting and available for inspection. The list has been available for a period in excess of 10 days. The company has appointed Debra Baker as the inspector of election for this meeting. Ms. Baker has taken and signed an oath to execute faithfully the duties of inspector of election. I also report that the preliminary vote count indicates that a quorum is present at this meeting. The 4 items to be voted on at this meeting are listed in the agenda. These items are more fully described in the proxy statement previously made available to stockholders. There are no stockholder nominations or proposals for consideration at this meeting. There will be a period for questions and comments about these agenda items before voting. Later in the meeting, there will be another period for general questions and comments from stockholders. Questions and comments must comply with our rules for this meeting.

Donald Correll

executive
#3

Thank you. The first item of business to be voted on today is the election of 11 directors to serve until our 2024 Annual Meeting of Stockholders. The Board of Directors nominees are the only persons standing for election, so I declare the nominations are closed.

John Darby

executive
#4

I second, the nominations.

Donald Correll

executive
#5

The ratification of the appointment by the Audit Committee of PricewaterhouseCoopers LLP as our independent registered public accounting firm is the second item of business to be voted. I move for approval of this proposal.

John Darby

executive
#6

I second the proposal.

Donald Correll

executive
#7

And the third item of business to be voted on today is the approval of the compensation of our named executive officers. I move for approval of the proposal.

John Darby

executive
#8

I second.

Donald Correll

executive
#9

Fourth item of business to be voted on today is the approval of the frequency for the say-on-pay advisory vote. I move for approval of a frequency as set forth in this proposal.

John Darby

executive
#10

I second the proposal.

Donald Correll

executive
#11

We'll now move to the period set aside for questions and comments regarding the proposals only. As mentioned earlier, there will be an opportunity later in the meeting for general questions and comments. If you'd like to speak, please stand up and wait to be recognized. There being no questions or comments, it is now time to proceed to voting on the agenda items. Thank you for your questions and comments. It's now time to proceed to voting on the agenda items. The polls are now open as of 11:04 Central Time. If you previously voted by proxy, you not need to vote by ballot unless you wish to change your vote. However, if any stockholder present has not yet cast a vote or wishes to change a prior vote, you may do so by completing a new ballot. If you need a ballot, please raise your hand now, and we will bring one to you. [Voting]

Donald Correll

executive
#12

At the conclusion of voting, please hold your completed ballots up so we can collect them. And I request that all ballots be collected. There being no further ballots, I declare the polls closed at 11:05 Central Time, and I ask the inspector of elections to prepare a report on the final voting results and submit it to the secretary when complete. I now ask the secretary to present the preliminary voting results.

John Darby

executive
#13

Based on the preliminary results received from the inspector of election, the stockholders overwhelmingly have elected each of the 11 nominees for the Board, have ratified the appointment of PricewaterhouseCoopers LLP, have approved the compensation of our named executive officers and have approved an annual frequency for the say-on-pay advisory vote.

Donald Correll

executive
#14

Thank you. I'll now open the floor for general questions. If you would like to speak, again, please stand up and wait to be recognized. Going once. There being no further questions, the formal portion of this meeting is now complete. So I move to adjourn this meeting.

John Darby

executive
#15

I second the motion.

Donald Correll

executive
#16

With that, I declare the 2023 Annual Meeting of Stockholders adjourned. And I now -- gives me honor and pleasure on behalf of the entire Board of the directors and management to recognize and thank all of our employees who have worked diligently and consistently to make Encompass Health a leading health care provider. We appreciate all of your dedication and hard work, helping our patients recover from injury and illness. We've now concluded the entire agenda for this meeting. Thank you all for attending.

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