8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 21, 2023

Encompass Health Corporation

(Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

9001 Liberty Parkway, Birmingham, Alabama 35242

(Address of Principal Executive Offices, Including Zip Code)

(205) 967-7116

(Registrant’s Telephone Number, Including Area Code)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director.

On November 21, 2023, the Board of Directors (the “Board”) of Encompass Health Corporation (the “Company”), unanimously approved, effective as of November 27, 2023, an increase in the number of directors constituting the Board from 11 to 12 and, upon the recommendation of its Nominating/Corporate Governance Committee, the appointment of Edward M. Christie III as director to fill the newly created vacant seat. The Board also appointed Mr. Christie to its Audit Committee. The Board has determined Mr. Christie is independent for purposes of the listing standards of The New York Stock Exchange and the Company’s Corporate Governance Guidelines. He will be compensated for his board service in accordance with the standard compensation practices for nonemployee directors of the Corporation, which are more fully described in the “Corporate Governance and Board Structure – Compensation of Directors” section of the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2023. There are no arrangements or understandings between Mr. Christie and any other person pursuant to which he was selected to serve on the Board, nor is he a participant in any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.

On November 27, 2023, the Company issued a press release, attached hereto as Exhibit 99.1, announcing these matters.

ITEM 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 27, 2023

Document

Exhibit 99.1

Media Contact

Danielle Hall | 205-970-5912     danielle.hall@encompasshealth.com

Investor Relations Contact

Mark Miller | 205-970-5860

mark.miller@encompasshealth.com

Encompass Health appoints Ted Christie to its board of directors

BIRMINGHAM, Ala., Nov. 27, 2023 - Encompass Health Corporation (NYSE: EHC) today announced the appointment of Edward M. Christie III to its board of directors. This appointment will expand the Encompass Health board to 12 director seats as part of its ongoing succession planning.

Christie joins the Encompass Health board with significant experience in finance, strategic and public company leadership, operations, and governmental regulation. Christie currently serves as President and Chief Executive Officer of Spirit Airlines, Inc., a leading ultra low-cost carrier in the United States. Prior to joining Spirit in 2012, he served as the senior vice president and chief financial officer for Pinnacle Airlines Corporation.

“We are pleased to welcome Ted and his strong financial expertise to the Encompass Health board, including more than two decades of leadership experience within the highly regulated and extremely competitive airline industry. He has led companies through complex and challenging financial milestones several times throughout his career, and I am confident his unique perspective will be valuable to our board,” said Donald Correll, Chairman of Encompass Health’s board of directors. “The appointment of Ted reflects our commitment to adding important expertise and new perspectives in order to facilitate board transition as part of our succession planning, while maintaining the Company’s position as the leading provider of inpatient rehabilitation services in a rapidly changing healthcare environment.”

“I am honored and delighted to be joining the Encompass Health board,” said Christie. “The Company is a recognized leader in the healthcare industry with a demonstrated commitment to delivering high-quality, cost-effective post-acute care. I look forward to helping further that commitment, contributing to the Company’s strategic direction, and building long-term value for its stockholders.”

About Encompass Health Encompass Health (NYSE: EHC) is the largest owner and operator of rehabilitation hospitals in the United States. With a national footprint that includes 161 hospitals in 37 states and Puerto Rico, the Company provides high-quality, compassionate rehabilitative care for patients recovering from a major injury or illness, using advanced technology and innovative treatments to maximize recovery. Encompass Health is ranked as one of Fortune's World’s Most Admired Companies and Modern Healthcare’s Best Places to Work in Healthcare. For more information, visit encompasshealth.com, or follow us on our newsroom, Twitter, Instagram and Facebook.

Forward-Looking Statements

Statements contained in this press release which are not historical facts, such as board succession planning, the prospects of the Company and the long-term stockholder value, are forward-looking statements. In addition, Encompass Health may from time to time make forward-looking public statements concerning the matters described herein. All such estimates, projections, and forward-looking information speak only as of the date hereof, and Encompass Health undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties. Encompass Health’s actual results or events may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual results or events to differ materially from those anticipated include, but are not limited to, any adverse outcome of various lawsuits, claims, and legal or regulatory proceedings that may be brought by or against the Company; changes in the regulation of the healthcare industry at either or both of the federal and state levels; potential disruptions, breaches, or other incidents affecting the proper operation, availability, or security of Encompass Health’s information systems; changes, delays in (including in connection with resolution of Medicare payment reviews or appeals), or suspension of reimbursement for Encompass Health’s services by governmental or private payors; general conditions in the economy and capital markets; and other factors which may be identified from time to time in Encompass Health’s SEC filings and other public announcements, including Encompass Health’s Form 10-K for the year ended December 31, 2022 and Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023.