Select Medical Holdings (NYSE: SEM) filed an 8-K on June 22, 2026, voluntarily supplementing its definitive proxy statement for the upcoming June 26 special meeting where shareholders will vote on the company’s take-private acquisition. The filing comes in response to three lawsuits and eleven demand letters from shareholders who claimed the original proxy misrepresented or omitted key details about the deal.
What the lawsuits alleged
Two complaints were filed in New York state court and one in Pennsylvania. All three generally claim the proxy statement, filed May 19, contained misrepresentations or omissions about the merger. The lawsuits seek to block the deal or, if it closes, collect actual and punitive damages. An additional eleven shareholders sent demand letters raising similar disclosure concerns.
The company stated it believes the original proxy fully complies with the law and denies the allegations. It characterized the supplemental disclosures as a voluntary move to “moot the purported stockholders’ disclosure claims, avoid nuisance and possible expense and business delays.”
New details added to the proxy
The supplemental disclosures add several specific financial figures that were not in the original proxy. Key additions include:
Transaction bonuses for executives. After the deal closes, the acquiring entity (Parent) intends to pay Executive Chairman Robert Ortenzio approximately $2.9 million and Senior Executive Vice President Martin Jackson approximately $0.2 million for their roles in structuring and negotiating the transaction. These payments are separate from the golden parachute compensation already disclosed.
Goldman Sachs valuation inputs. The filing adds considerable detail to the financial advisor’s analysis, including the specific discount rates used (10.0% to 12.0% for the discounted cash flow analysis, 12.2% for the future share price analysis), the perpetuity growth rate range (1.5% to 2.5%), net debt figures for 2026 through 2028 ($1.639 billion, $1.495 billion, and $1.305 billion), and the fully diluted share count range (approximately 125 million to 128 million shares).
Precedent transactions table. A new table lists eighteen healthcare-sector acquisitions from April 2021 through September 2025, showing deal values and the premium paid in each case. Premiums ranged from 12.3% to 76.8%.
Bidder outreach results. The updated proxy now discloses that Goldman Sachs contacted nine potential bidders beyond the buyer consortium in January 2026. Seven declined to pursue a deal, and two did not respond.
Strategic background. The filing adds that beginning in late June 2025, Ortenzio discussed with the board the possibility of separating the company’s critical illness recovery hospital segment, citing government reimbursement risk as a drag on the company’s overall stock market valuation.
What shareholders should know
The special meeting remains scheduled for June 26, 2026. Shareholders who have already submitted proxies do not need to take any action unless they wish to change their vote. The supplemental disclosures do not alter the $16.50 per share cash consideration or any other terms of the merger agreement.
The company noted that nothing in the supplemental disclosures should be deemed an admission that any additional disclosure was legally required or material. The merger still requires shareholder approval to close.