SELECT MEDICAL HOLDINGS CORP

The proposal requests that the company amend its governing documents to give holders of a combined 10% of outstanding common stock the right to call a special shareholder meeting and to permit such meetings to be held online. It also asks that there be no requirement that participating shareholders meet any minimum ownership holding period and that no ‘‘poison pill’’-style restriction prevent participation. The proponent argues this right would provide shareholders a ‘‘Plan B’’ to address perceived board complacency and to ensure meaningful engagement, citing similar proposals that reportedly received majority support at other corporations. The proposal, as submitted, is non-binding and would direct the board to take the steps necessary to implement the requested bylaw/certificate changes.