UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
current report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2021
SELECT MEDICAL HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34465 | 20-1764048 | ||
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | SEM | New York Stock Exchange (NYSE) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2021, the Board of Directors (the “Board”) of Select Medical Holdings Corporation (“Select”) appointed Parvinderjit Singh Khanuja, MD, FACP as a director of Select, effective November 1, 2021. Dr. Khanuja’s term will expire at the 2023 Annual Meeting of Stockholders of Select, at which time Dr. Khanuja will stand for election along with the other director nominees standing for election at that meeting. Dr. Khanuja will be eligible for compensation as a non-employee director of Select as described under the heading “Director Compensation” in the Proxy Statement for the 2021 Annual Meeting of Stockholders of Select filed with the Securities and Exchange Commission on March 5, 2021. There is no arrangement or understanding between Dr. Khanuja and any other person pursuant to which Dr. Khanuja was elected as a director of Select. Dr. Khanuja has not entered into any related party transactions with Select that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
Attached as Exhibit 99.1 and furnished for purposes of Regulation FD is a press release issued by Select on November 2, 2021, announcing the appointment of Dr. Khanuja to the Board of Directors of Select.
The information in this Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press Release, dated November 2, 2021, announcing the appointment of Dr. Parvinderjit Singh Khanuja to the Board of Directors of Select Medical Holdings Corporation. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION |
| Date: November 2, 2021 | By: | /s/ Michael E. Tarvin |
| Michael E. Tarvin | |
| Executive Vice President, General Counsel and Secretary |