The Pennant Group (PNTG) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, with voting on three key proposals: election of directors, ratification of Deloitte & Touche LLP as auditor, and advisory approval of executive compensation.

• Only shareholders of record as of March 17, 2026, are eligible to vote, with 34,953,297 shares outstanding.

• Proxy materials and the 2025 Annual Report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for three-year terms, ratifying Deloitte & Touche LLP as auditor for 2026, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Quorum requires a majority of outstanding shares; abstentions and broker non-votes count toward quorum but not as votes for proposals.

• Shareholder proposals for the 2027 meeting must be submitted between February 13 and March 15, 2027.

Board of directors and corporate governance

• Board is classified into three staggered classes, with annual elections for one class.

• Current nominees: Christopher R. Christensen, Brent J. Guerisoli, and John G. Nackel, Ph.D.; Christensen and Nackel are independent.

• Majority of board members are independent per Nasdaq rules; independent directors meet in executive session annually.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Quality Assurance and Compliance.

• Board leadership combines CEO and Chairman roles, with a lead independent director.

• Directors receive cash and stock compensation, with annual retainers and automatic restricted stock grants; compensation is benchmarked to peer companies.