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): ~~May~~June 13, 2025

Encompass Health Corporation

(Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-10315			63-0860407
(Commission File Number)			(IRS Employer Identification No.)

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:


☐			Written communication 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 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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EHC	New York Stock Exchange

~~Item~~ITEM 57.0201. ~~Departure~~ ofRegulation ~~Directors~~FD ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

~~Compensatory~~Members ~~Arrangements~~ of ~~Certain~~Encompass ~~Officers~~Health Corporation’s (the “Company” or “Encompass Health”) senior management team are scheduled to meet with investors and analysts at various meetings on June 4, 2025 and June 18, 2025.

OnThe ~~May~~Company 1,reiterates ~~2025,~~as of the ~~stockholders~~date ofhereof ~~Encompass~~its ~~Health~~guidance ~~Corporation~~previously (reported in the ~~“Company”)~~Current ~~approved~~Report ~~the~~on ~~2025~~Form ~~Omnibus~~8-K, ~~Performance~~dated ~~Incentive~~April ~~Plan~~24, ~~attached~~2025, toand ~~this~~during ~~report~~the asCompany's ~~Exhibit 10.1~~earnings ~~and~~conference ~~incorporated~~call ~~herein~~held byon ~~reference~~April 25, at2025. Accordingly, the Company’s ~~2025~~continues ~~annual~~to ~~meeting~~expect ofthe ~~stockholders~~following ~~(the~~full-year ~~“Annual~~2025 ~~Meeting”).~~ranges:

~~Item~~•Net ~~5.07.~~operating ~~Submission~~revenue of ~~Matters~~$5,850 million to a$5,925 ~~Vote~~million; ~~of Security Holders.~~

~~During~~•Adjusted ~~the~~EBITDA ~~Annual~~of ~~Meeting~~$1,185 onmillion ~~May~~to $1,220 ~~2025,~~million; ~~the stockholders of the Company voted on the following:~~and

~~1.election~~•Adjusted ofearnings ~~the~~per 10share ~~persons~~from ~~nominated~~continuing byoperations ~~the~~attributable ~~Company’s~~to ~~board~~Encompass Health of ~~directors~~$4.85 ~~(the~~to ~~“Board”);~~$5.10.

2The information contained herein is being furnished pursuant to Item 7.~~ratification~~01 of ~~PricewaterhouseCoopers~~Form ~~LLP~~8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ~~Company’s~~“Exchange ~~independent~~Act”), ~~registered~~or ~~public~~incorporated ~~accounting~~by ~~firm;~~reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.

~~3.approval~~Note ofRegarding ~~the~~Presentation ~~compensation~~ of ~~the~~Non-GAAP ~~Company’s~~Financial ~~named executive officers, as disclosed in the proxy statement filed on April 1, 2025 pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and~~Measures

4Excluding net operating revenues, the Company does not provide guidance on a GAAP basis because it is unable to predict, with reasonable certainty, the future impact of items that are deemed to be outside the control of the Company or otherwise not indicative of its ongoing operating performance.~~approval~~ Such items include government, class action, and related settlements; professional fees—accounting, tax, and legal; mark-to-market adjustments for stock appreciation rights; gains or losses related to hedging instruments; loss on early extinguishment of debt; adjustments to its income tax provision (such as valuation allowance adjustments and settlements of income tax claims); items related to corporate and facility restructurings; and certain other items the Company believes to be not indicative of its ongoing operations. These items cannot be reasonably predicted and will depend on several factors, including industry and market conditions, and could be material to the Company’s ~~2025~~results ~~Omnibus~~computed ~~Performance~~in ~~Incentive~~accordance ~~Plan~~with GAAP.

~~As of the record date for the Annual Meeting~~However, ~~there were 100,967,059 shares of~~ the ~~Company’s~~following ~~common~~reasonably ~~stock~~estimable ~~issued~~GAAP ~~and~~measures ~~outstanding.~~for ~~Each~~2025 ~~share~~would ofbe ~~common~~included ~~stock~~in ~~was entitled to one vote on each matter properly brought before the Annual Meeting. The common stock voted together as~~ a ~~class.~~reconciliation ~~Votes~~for ~~representing~~Adjusted ~~93.9%~~EBITDA ofif the ~~combined~~other ~~voting~~reconciling ~~power~~GAAP ofmeasures ~~the~~could ~~common~~be ~~stock~~reasonably ~~were represented by proxy at the Annual Meeting.~~predicted:

~~The~~•Interest ~~final~~expense ~~voting~~and ~~results~~amortization ~~for~~of ~~the~~debt ~~Annual~~discounts ~~Meeting~~and ~~were~~fees as- ~~follows:~~approximately $125 million

•~~Proposal~~Amortization ~~1, election~~ of ~~directors,~~debt-related ~~each~~items of- ~~the~~approximately ~~nominees~~$10 ~~was elected:~~million

Name of Nominee	Votes For	VotesAgainst	VotesAbstained
Greg D. Carmichael	87,805,760	2,107,016	43,957
Edward M. Christie III	89,835,793	78,874	42,066
Joan E. Herman	88,463,822	1,451,610	41,301
Leslye G. Katz	88,349,625	1,565,577	41,531
Patricia A. Maryland	88,728,817	1,186,058	41,858
Kevin J. O’Connor	89,167,078	741,072	48,583
Christopher R. Reidy	88,773,794	1,134,269	48,670
Nancy M. Schlichting	89,294,817	620,632	41,284
Mark J. Tarr	89,683,285	225,327	48,121
Terrance Williams	89,806,099	101,901	48,733

Forward-Looking Statements

~~•Proposal~~Statements 2contained in this Form 8-K which are not historical facts, ~~ratification~~such as those relating to business outlook and guidance, are forward-looking statements within the meaning of the ~~appointment~~Private Securities Litigation Reform Act of ~~PricewaterhouseCoopers~~1995. ~~LLP~~In addition, Encompass Health, through its senior management, 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 ~~Company~~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. Actual events or results 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 events or results to differ materially from those estimated by Encompass Health include, but are not limited to, infectious disease outbreak, including the speed, depth, geographic reach and duration of its spread, which could decrease our patient volumes and revenues and lead to staffing and supply shortages and associated cost increases; Encompass Health's infectious disease prevention and control efforts; the demand for Encompass Health’s ~~independent~~services, ~~registered~~including ~~public~~based on any downturns in the economy, consumer confidence, or the capital markets; the price of Encompass Health's common stock as it affects Encompass Health's willingness and ability to repurchase shares and the financial and accounting ~~firm~~effects of any repurchases; any adverse outcome of various lawsuits, ~~passed:~~claims, and legal or regulatory proceedings involving Encompass Health, including any matters related to yet undiscovered issues, if any, in acquired operations; Encompass Health's ability to attract and retain key management personnel; potential disruptions, breaches, or other incidents affecting the proper operation, availability, or security of Encompass Health's or its vendors' or partners’ information systems, including unauthorized access to or theft of patient, business associate, or other sensitive information or inability to provide patient care because of system unavailability; Encompass Health's ability to successfully complete and integrate de novo developments, acquisitions, investments, and joint ventures consistent with its growth strategy; Encompass Health’s ability to realize construction time and cost savings from prefabrication of hospitals; increases in Medicare audit activity, including increased use of sampling and extrapolation, resulting in additional unpaid reimbursement claims and an increase in the backlog of appealed claims denials; 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; changes in the regulation of the healthcare industry at either or both of the federal and state levels, including as part of national healthcare reform and deficit reduction and Encompass Health's ability to adapt operations to those changes, including in connection with the CMS inpatient rehabilitation review choice demonstration project; competitive pressures in the healthcare industry and Encompass Health's response thereto; Encompass Health's ability to obtain and retain favorable arrangements with third-party payors; Encompass Health's ability to control costs, particularly labor and employee benefit costs, including group medical expenses; adverse effects resulting from coverage determinations made by Medicare Administrative Contractors regarding its Medicare reimbursement claims and lengthening delays in Encompass Health's ability to recover improperly denied claims through the administrative appeals process on a timely basis; Encompass Health's ability to adapt to changes in the healthcare delivery system, including value-based purchasing and involvement in coordinated care initiatives or programs that may arise with its referral sources; Encompass Health's ability to attract and retain nurses, therapists, and other healthcare professionals in a highly competitive environment with often severe staffing shortages, which may be worsened by infectious disease outbreaks, and the impact on Encompass Health's labor expenses from potential union activity, staffing shortages, and competitive compensation practices; general conditions in the economy and capital markets, including any instability or uncertainty related to trade war, armed conflict or an act of terrorism, governmental impasse over approval of the United States federal budget, an increase in the debt ceiling, or an international sovereign debt crisis; the increase in the cost of, or the decrease in the availability of, construction materials and necessary supplies, including as a result of tariffs and import restrictions; the increase in the costs of defending and insuring against alleged professional liability claims, and Encompass Health's ability to predict the estimated costs related to such claims; 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, 2024 and Form 10-Q for the quarter ended March 31, 2025.

Votes For			Votes Against			Votes Abstained
91,374,755			3,403,771			55,131

SIGNATURES

•Proposal 3, approval of the compensation of the Company’s named executive officers, passed:

Votes For			Votes Against			Votes Abstained
87,426,450			2,187,504			342,779

•Proposal 4, approval of the the Company’s 2025 Omnibus Performance Incentive Plan, passed:

Votes For			Votes Against			Votes Abstained
85,524,738			4,376,186			55,809

Proposals 1, 3 and 4 each received 4,876,924 broker non-votes. There were no broker non-votes on Proposal 2.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						Encompass Health Corporation 2025 Omnibus Performance Incentive Plan.
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

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.

ENCOMPASS HEALTH CORPORATION By: /S/ ~~Patrick~~DOUGLAS ~~Darby~~E. COLTHARP Name: ~~Patrick~~Douglas ~~Darby~~E. Coltharp Title: Executive Vice President, ~~General~~and ~~Counsel~~Chief ~~and~~Financial ~~Secretary~~Officer

Dated: ~~May~~June 23, 2025

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