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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 1517, 2025

The Ensign Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33757

33-0861263

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

29222 Rancho Viejo Road, Suite 127,

San Juan Capistrano,

92675

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (949) 487-9500

Not Applicable

(Former name or former address, if changed since last report.)

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))

Securities registered or to be 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	ENSG	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~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 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. ☐

Item 5.~~07.~~02 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~In ~~2025~~a ~~Annual~~letter ~~Meeting~~received by the board of ~~Stockholders~~directors (the “~~Annual Meeting~~Board”) of The Ensign Group, Inc. (the “Company”) ~~was~~dated ~~held~~June ~~on May 15~~17, 2025., ~~The~~Christopher ~~number~~Christensen ofannounced ~~issued~~his ~~and~~decision ~~outstanding~~to ~~shares~~retire offrom the ~~Company’s~~Board ~~common~~of ~~stock~~directors ~~entitled~~and toas ~~vote~~Executive atChairman, ~~the~~effective ~~Annual~~on ~~Meeting~~September ~~was 57~~1,~~626,065~~ 2025. ~~These~~Mr. ~~shares~~Christensen ~~were~~assumed ~~issued~~the ~~and~~role ~~outstanding as~~ of ~~March 20,~~President ~~2025,~~in ~~which~~1999 and was the ~~record~~Company’s ~~date~~Chief ~~for~~Executive ~~the~~Officer ~~Annual~~from ~~Meeting.~~April ~~There~~2006 ~~were~~until ~~present~~May at2019. ~~the~~On ~~Annual~~May ~~Meeting~~30, ~~either~~2019, inhe ~~person~~transitioned orto bythe ~~proxy,~~position ~~53,021,533~~of ~~shares~~Executive Chairman and Chairman of the ~~Company’s~~Board, ~~common~~which ~~stock.~~is ~~The~~where ~~matters~~he ~~voted~~was ~~upon~~serving at the ~~Annual~~time ~~Meeting~~of ~~and~~his ~~the~~resignation. ~~results~~Mr. ofChristensen will continue his service on the ~~votes~~Board ~~were~~until ashis ~~follows:~~resignation is effective on September 1, 2025.

Also, effective September 1~~.The~~, ~~four~~2025, ~~nominees~~the ~~named~~Board, ~~below~~at ~~were~~the ~~elected~~recommendation of the Nomination and Corporate Governance Committee, appointed Barry Port to serve as ~~Class~~the IIChair ~~or Class~~of ~~III~~the ~~directors~~Board. Mr. Port has served as Chief Executive Officer since May 2019 and is a currently a member of the board. ofBefore ~~directors~~becoming CEO, Mr. Port served as ~~set~~Chief ~~forth~~Operating ~~below~~Officer at Ensign Services, Inc. from January 2012 to ~~serve~~May ~~until~~2019, ~~the~~overseeing ~~2027~~field support and ~~2028~~back-office ~~Annual~~services ~~Meeting~~for affiliated skilled nursing and senior living operations nationwide. Prior to that, ~~until~~he awas ~~successor~~President isof ~~elected~~Keystone ~~and~~Care, ~~qualified~~Inc. from March 2006 to December 2011, ~~and~~where ~~the~~he ~~voting~~provided ~~results~~operational ~~were~~oversight asfor ~~follows:~~facilities across Texas. Earlier in his career, he held various roles operating affiliated skilled nursing campuses in Arizona and Texas.

	Votes	Votes		Broker
Nominee	For	Against	Abstentions	Non-Votes
Class II director elected for a two-year term
Mr. Mark V. Parkinson	49,110,416	1,037,569	29,494	2,844,054
Class III director elected for a three-year term
Dr. Ann S. Blouin	47,727,307	2,371,159	79,013	2,844,054
Dr. John O. Agwunobi	49,240,959	902,310	34,210	2,844,054
Mr. Barry R. Port	49,332,141	800,871	44,467	2,844,054

During the same meeting, the Board appointed Marivic S. Uychiat to fill the vacancy created by Mr. Christensen’s resignation. Ms. Uychiat’s appointment is for a term starting on September 1, 2025 and ending on the date of the Company’s 2026 Annual Shareholder meeting. Ms. Uychiat will receive her annual compensation as an employee and will not receive additional compensation for her board service. It is anticipated that the Board will nominate Ms. Uychiat for election by shareholders at the 2026 Annual Shareholder meeting to serve as a Class II director for a term ending at the Company’s Annual Shareholder meeting in 2027.

2.Marivic ~~The~~Uychiat ~~selection~~has ofbeen ~~Deloitte~~a &key ~~Touche~~clinician ~~LLP~~with the Company for over 22 years and has served as ~~our~~Executive ~~independent~~Vice ~~registered~~President ~~public~~of ~~accounting~~Clinical ~~firm~~Services at Ensign Services, Inc. since 2016. Before assuming her current role, Ms. Uychiat served as Director of Clinical Services for the ~~year~~Company’s ~~ending~~California ~~December~~operations 31beginning in 2012. Her extensive background also includes a decade-long tenure as Director of Nursing at Vista Knoll Specialized Care, ~~2025~~where ~~was~~she ~~ratified~~oversaw comprehensive care for psychiatric/neuro-behavioral, dementia, and ~~the~~short-term ~~voting~~post-acute ~~results~~rehabilitation ~~were~~patients. ~~as follows:~~

Votes For						Votes Against						Abstentions						Broker Non-Votes
51,829,096						1,165,541						26,896						—

Ms. Uychiat holds a Bachelor’s Degree in nursing, graduating Cum Laude from the University of St. La Salle. She also completed the Chief Nursing Officer program at University of California—Irvine Paul Merage School of Business. She brings nearly three decades of leadership in the Skilled Nursing and Post-Acute Care industry to the board. Her professional expertise spans skilled healthcare management, clinical program development, and policymaking.

3. The ~~compensation~~Company ~~paid~~believes tothat ~~the~~Ms. ~~company'~~Uychiat’s ~~named~~significant experience as a senior executive ~~officers~~in the health and wellness field, and her deep expertise in providing and overseeing skilled nursing services support the conclusion that she should serve as ~~disclosed~~one ~~pursuant~~of our directors. Her appointment to ~~Item 402~~the ofBoard, ~~Regulation S-K~~which will be effective September 1, ~~including~~2025, was made at the ~~Compensation~~recommendation ~~Discussion~~of the Nomination and ~~Analysis,~~Corporate ~~compensation~~Governance ~~tables~~Committee. Her appointment was also accompanied by an appointment to serve on the Quality Assurance and ~~narrative~~Compliance ~~discussion~~Committee with Dr. Ann Blouin (Chair), ~~was~~Dr. ~~approved~~John onAgwunobi, anMr. ~~advisory~~Mark ~~basis~~Parkinson, ~~and~~Ms. ~~the~~Suzanne ~~voting~~Snapper ~~results~~and ~~were~~Mr. asBarry ~~follows:~~Port.

Votes For						Votes Against						Abstentions						Broker Non-Votes
47,594,403						2,545,099						37,977						2,844,054

As a member of the management team, Ms. Uychiat will not be considered an “independent” director under NASDAQ corporate governance rules. Therefore, on the effective date of Ms. Uychiat’s appointment, the Board will consist of nine members, six of which are independent directors and three of which are non-independent directors.

4.There ~~The~~is ~~amendment~~no toarrangement ~~the~~or ~~Ensign~~understanding ~~Group,~~between ~~Inc~~Ms. ~~2022~~Uychiat ~~Omnibus~~or ~~Incentive~~any ~~Plan~~other person pursuant to which was ~~approved~~selected as a director, and ~~the~~there ~~voting~~are ~~results~~no ~~were~~transactions asor ~~follows:~~any currently proposed transaction in which Ms. Uychiat has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Votes For						Votes Against						Abstentions						Broker Non-Votes
47,871,232						2,268,901						37,346						2,844,054

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: June 20, 2025

THE ENSIGN GROUP, INC.

By:

/s/ Chad A. Keetch

Chad A. Keetch

Chief Investment Officer

						THE ENSIGN GROUP, INC.
Dated: May 20, 2025						/s/ Chad A. Keetch
						Chad A. Keetch
						Chief Investment Officer

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