8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 16, 2024

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,	CA	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))

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. Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The Ensign Group, Inc. (the “Company”) was held on May 16, 2024. The number of issued and outstanding shares of the Company’s common stock entitled to vote at the Annual Meeting was 56,904,585. These shares were issued and outstanding as of March 21, 2024, which was the record date for the Annual Meeting. There were present at the Annual Meeting, either in person or by proxy, 52,709,432 shares of the Company’s common stock. The matters voted upon at the Annual Meeting and the results of the votes were as follows:

1.The two nominees named below were elected to serve as Class II directors of the board of directors, to serve until the 2027 Annual Meeting, until a successor is elected and qualified, and the voting rights were as follows

	Votes	Votes
Nominee	For	Against	Abstain(a)
Class II directors elected for a three-year term
Christopher R. Christensen	44,933,814	3,971,004	22,264
Daren J. Shaw	43,852,515	5,035,017	39,550

2. The approval of the amendment to the Certificate of Incorporation to increase the size of The Ensign Group's Board of Directors to nine from eight, and the voting results were as follows:

Votes For	Votes Against	Abstentions(b)
52,516,066	175,150	18,216

3. The selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024 was ratified, and the voting results were as follows:

Votes For	Votes Against	Abstentions(b)
51,515,792	1,173,592	20,048

4. The compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved on an advisory basis, and the voting results were as follows:

Votes For	Votes Against	Abstentions(c)
47,696,730	1,205,218	25,134

(a) The number of Broker non-votes was 3,782,350. Abstentions and broker non-votes are not counted as a vote caste either “For” or “Against” each nominee’s election.

(b) The number of Broker non-votes was zero. Abstentions and broker non-votes were counted as shares entitled to vote and had the same effect as votes against the proposal.

(c) The number of Broker non-votes was 3,782,350. Abstentions and broker non-votes were counted as shares entitled to vote and had the same effect as votes against the proposal.

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.

	THE ENSIGN GROUP, INC.
Dated: May 17, 2024	/s/ Chad A. Keetch
	Chad A. Keetch
	Chief Investment Officer

XML

Cover Document	May 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2024
Entity Registrant Name	Ensign Group, Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33757
Entity Tax Identification Number	33-0861263
Entity Address, Address Line One	29222 Rancho Viejo Road, Suite 127,
Entity Address, City or Town	San Juan Capistrano,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92675
City Area Code	949
Local Phone Number	487-9500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ENSG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001125376
Amendment Flag	false