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Get filing alertsSelect Medical shareholders approve going-private merger with 98% support; closing June 30
Filed June 26, 2026 · Period ending June 26, 2026 · ~1 min read
Key Changes
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Shareholders approved merger with consortium led by insiders Ortenzio, Jackson, and WCAS with 99,005,011 votes for vs 1,789,017 against (98.2% approval). Transaction expected to close June 30, 2026.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Executive compensation vote passed narrowly with 52,322,733 for vs 48,410,193 against (51.9%), indicating substantial shareholder concern about merger-related payouts despite overall transaction support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Quorum of 102,299,245 shares (82.54% of outstanding) represented at special meeting. Unaffiliated stockholders approved merger with 81,819,453 votes for (97.9% of unaffiliated votes cast).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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J.P. Morgan and Wells Fargo serving as joint lead arrangers for committed debt financing, indicating significant leverage typical of private equity buyouts.
Exhibit 99.1 view on EDGAR →
Summary
Select Medical shareholders overwhelmingly approved a going-private merger with a consortium led by Executive Chairman Robert Ortenzio, Senior Executive Vice President Martin Jackson, and private equity firm WCAS. The merger received 98.2% approval from votes cast and cleared the critical unaffiliated stockholder threshold with 97.9% support, demonstrating broad acceptance of the transaction terms.
The deal is expected to close June 30, 2026, taking the healthcare services operator private. The vote results reveal one notable point of friction: executive compensation tied to the merger passed by the narrowest margin, with 51.9% approval. Nearly half of voting shareholders opposed the compensation arrangements for named executive officers, though this advisory vote does not block the transaction.
The close result suggests meaningful shareholder concern about management payouts in the deal, even as the merger itself received strong support. With committed debt financing from J.P. Morgan and Wells Fargo in place, the transaction appears on track to close as scheduled, ending Select Medical's run as a public company.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Special Meeting, there were present, online or represented by proxy, 102,299,245 shares of the Company’s common stock (the “Company Shares”), representing 82.54% of the 123,942,955 Company Shares outstanding and eligible to vote.
A quorum of 82.54% of outstanding shares was represented at the special meeting held June 26, 2026. Shareholders voted on a merger agreement with Stallion Intermediate Corporation dated March 2, 2026. The merger proposal received overwhelming support: 99,005,011 votes for versus 1,789,017 against (98.2% approval), meeting both the majority approval threshold and the unaffiliated stockholder approval requirement (81,819,453 for among unaffiliated shares, 97.9% approval). The transaction is expected to close on or about June 30, 2026.
Event · Item 7.01 — Regulation FD Disclosure
Select Medical announced results of a special shareholder meeting regarding a proposed merger.
Added in current filing · verify on EDGAR →
On June 26, 2026, the Company issued a press release announcing the results of the special meeting.
Select Medical held a special shareholder meeting on June 26, 2026, to vote on a proposed merger. The 8-K announces that results were disclosed via press release but does not include the actual vote tallies or outcome in the filing body. The forward-looking statements section extensively discusses merger-related risks including regulatory approval failure, management distraction, and potential stock price decline if the merger is not consummated.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Approximately 82.54% of Select Medical’s outstanding shares were voted at the Special Meeting, and the Merger was approved by over 79.88% of Select Medical’s outstanding shares and over 76.64% of the outstanding shares held by stockholders unaffiliated with the Consortium.
Select Medical's stockholders approved the acquisition by a consortium led by Executive Chairman Robert A. Ortenzio, Senior Executive Vice President Martin F. Jackson, and private equity firm WCAS. The merger received support from 79.88% of all outstanding shares and 76.64% of unaffiliated shares, indicating strong approval for the going-private transaction. Closing is expected mid-2026, subject to remaining conditions in the merger agreement.
Added in current filing · view on EDGAR →
J.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners in connection with the committed debt financing of the Consortium.
The consortium has secured committed debt financing from J.P. Morgan and Wells Fargo to fund the acquisition. This indicates the transaction will involve significant leverage, typical of private equity buyouts. The filing also discloses extensive advisor involvement, including Goldman Sachs as financial advisor and Skadden Arps as legal counsel to the special committee of independent directors.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
As of March 31, 2026, Select Medical operated 103 critical illness recovery hospitals in 28 states, 41 rehabilitation hospitals in 15 states, and 1,912 outpatient rehabilitation clinics in 37 states and the District of Columbia.
Select Medical operates one of the largest networks of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States. The company's scale across 38 states and the District of Columbia provides context for the transaction's significance as a major healthcare services platform going private.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 29, 2026 · How we verify