8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  January 4, 2019

SELECT MEDICAL HOLDINGS CORPORATION
SELECT MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware Delaware	001-34465 001-31441	20-1764048 23-2872718
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices) (Zip Code)

(717) 972-1100

(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:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether either registrant is an emerging growth company 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 o

If an emerging growth company, indicate by check mark if either 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. o

Item 8.01      Other Information.

On January 4, 2019, the Board of Directors of Select Medical Holdings Corporation (the “Company”) approved Amendment No. 2 (the “Amendment”) to the Company’s 2016 Equity Incentive Plan (the “Plan”).  The Amendment provides that any options or stock appreciation rights granted pursuant to the Plan shall not vest at a rate of more than 25% per year or become vested prior to the first anniversary of the date of grant, subject to any accelerated vesting permitted under the Plan. The other terms of the Plan remain unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety to the full text of the Amendment, which is filed as Exhibit 99.1 and incorporated by reference herein.

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Amendment No. 2, dated January 4, 2019, to the Select Medical Holdings Corporation 2016 Equity Incentive Plan.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	SELECT MEDICAL HOLDINGS CORPORATION
	SELECT MEDICAL CORPORATION
Date: January 4, 2019	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin
		Executive Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

AMENDMENT 2 TO

SELECT MEDICAL HOLDINGS CORPORATION

2016 EQUITY INCENTIVE PLAN

Pursuant to the authority reserved to it in Section 9.1 of the Select Medical Holdings Corporation 2016 Equity Incentive Plan (as amended to date, the “Plan”), the Board of Directors of Select Medical Holdings Corporation (the “Board”) hereby amends the Plan as follows, effective January 4, 2019:

1.Subsection (g) of Section 6.1 of the Plan is hereby amended and restated in its entirety to read as follows:

“(g)Minimum Vesting Requirements.  Each Award Agreement with respect to an Option shall specify the time or times at which the Option may become vested and such other vesting conditions applicable to the Option as may be determined by the Committee, provided that no portion of the Option may become vested prior to the first anniversary of the date of grant of the Option or at the rate of more than 25% per year, subject to any accelerated vesting permitted under Article 7.”

2.Subsection (e) of Section 6.2 of the Plan is hereby amended and restated in its entirety to read as follows:

“(e)Minimum Vesting Requirements.  Each Award Agreement with respect to a SAR shall specify the time or times at which the SAR may become vested and such other vesting conditions applicable to the SAR as may be determined by the Committee, provided that no portion of the SAR may become vested prior to the first anniversary of the date of grant of the SAR or at the rate of more than 25% per year, subject to any accelerated vesting permitted under Article 7.”

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To record the adoption of this Amendment 2 to the Plan, the Board has caused its authorized officer to execute this Amendment 2 this 4th day of January, 2019.

SELECT MEDICAL HOLDINGS CORPORATION
By:	/s/ Michael E. Tarvin
	Name:	Michael E. Tarvin
	Title:	Executive Vice President, General Counsel and Secretary