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 August 31, 2021, the Board of Directors (the "Board") of Encompass Health
Corporation (the "Corporation"), unanimously approved, effective as of October
1, 2021, an increase in the number of directors constituting the Board of the
Corporation from 14 to 15 and, upon the recommendation of its
Nominating/Corporate Governance Committee, the appointment of Christopher R.
Reidy as director to fill the newly created vacant seat. Mr. Reidy has not yet
been assigned to any committees of the Board. The Board has determined Mr. Reidy
is independent for purposes of the listing standards of The New York Stock
Exchange and the Corporation'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 March 26,
2021. There are no arrangements or understandings between Mr. Reidy 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 September 7, 2021, the Corporation issued a
press release, attached hereto as Exhibit 99.1, announcing Mr. Reidy's
appointment to the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press release of Encompass Health Corporation, dated September
7 , 2021.
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