The Ensign Group, Inc. (ENSG) 10-Q2023 Q2 Quarterly report

Filed: 27 Jul 23, 4:03pm

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CERTIFICATE OF AMENDMENT

TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

THE ENSIGN GROUP, INC.

The Ensign Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

1.The name of the corporation is The Ensign Group, Inc. (the “Corporation”).

2.The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend the Fifth Amended and Restated Certificate of Incorporation of the Corporation, as amended, in the sections noted below, as follows:

a.The first sentence of Article IV is hereby amended and restated in its entirety to read as follows:

“The total number of shares of capital stock the Corporation is authorized to issue is One Hundred Fifty One Million (151,000,000) shares, consisting of One Hundred Fifty Million (150,000,000) shares of common stock, par value $0.001 per share (the ”Common Stock”), and One Million (1,000,000) shares of preferred stock, par value $0.001 per share (“Preferred Stock”).”

b.Section A of Article IX is hereby amended and restated in its entirety to read as follows:

“To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. For purposes of this Article IX, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as the same exists or as may hereafter be amended.”

3.The foregoing amendment to the Corporation’s Fifth Amended and Restated Certificate of Incorporation has been duly adopted by the Corporation’s stockholders in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

4.The foregoing amendment to the Corporation’s Fifth Amended and Restated Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

Date: May 18, 2023

/s/ Chad A. Keetch

Name:

Chad A. Keetch

Title:

Chief Investment Officer, Executive Vice President and Secretary executive officer)