1 unchanged sentence
Rule 10b5-1 Plan Elections
−Removed: Blouin , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on February 6, 2024 .
−Removed: Blouin's 10b5-1 Plan provides for the potential sale of up to 350 shares of the Company's common stock between May 7, 2024 and February 5, 2025.
−Removed: Burton , President & Chief Operations Officer , entered into a Rule 10b5-1 trading arrangement on February 9, 2024 .
−Removed: Burton's 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 10,618 shares of the Company's common stock between May 10, 2024 and July 30, 2025.
−Removed: Pursuant to the 10b5-1 Plan, Mr.
−Removed: Burton may also make a gift of up to 4,725 shares of the Company's common stock on May 10, 2024.
−Removed: Keetch , Chief Investment Officer, Executive Vice President & Secretary , entered into a Rule 10b5-1 trading arrangement on March 6, 2024 .
−Removed: Keetch's 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 27,134 shares of the Company's common stock between June 5, 2024 and October 31, 2024.
+Added: Port , Chief Executive Officer and Director , entered into a Rule 10b5-1 trading arrangement on May 6, 2024 .
+Added: Port's 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 16,517 shares of the Company's common stock between August 5, 2024 and August 31, 2026.
+Added: Shaw , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on May 6, 2024 .
+Added: Shaw's 10b5-1 Plan provides for the potential sale of up to 8,000 shares of the Company's common stock between August 15, 2024 and May 30, 2025.
+Added: Abbott , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on June 11, 2024 .
+Added: Abbott's 10b5-1 Plan provides for the potential sale of up to 1,000 shares of the Company's common stock between September 13, 2024 and June 13, 2025.
These Rule 10b5-1 trading arrangements were entered into during open trading windows and are intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended, and the Company's policies regarding transactions in Company securities.
+Added: Announcement of Lead Independent Director
+Added: On May 16, 2024, the Board of Directors approved and adopted the Lead Independent Director guidelines and also approved the appointment of Barry M.
+Added: Smith as its lead independent director.
+Added: Smith has served as a member of our Board of Directors since 2014.
+Added: He most recently served as Chairman and Chief Executive Officer of Magellan Health, Inc., the nation’s largest provider of behavioral health services and a leading national provider of radiology benefit management services, specialty pharmacy, and prescription benefit management services, since 2013.
+Added: He retired from Magellan at the end of 2019.
+Added: He founded and served as Chairman, President and Chief Executive Officer of VistaCare, Inc., a national provider of hospice services, from 1996 to 2002, and he served as Chairman of VistaCare in 2003.
+Added: From 1990 through 1995, Mr.
+Added: Smith served as Chairman and Chief Executive Officer of Value Rx, Inc., which was then one of the country’s largest pharmacy benefit management companies and, prior to that, served as vice president of operations for PCS Health Systems, also a pharmacy benefit management firm.
+Added: We believe that Mr.
+Added: Smith's extensive experience and leadership qualify him to serve as our Lead Independent Director .
+Added: The Lead Independent Director guidelines are available on the Investors Relations section of Ensign’s website at http://investor.ensigngroup.net.
+Added: Information on our website is not incorporated by reference into this report and should not be considered part of this report.
EXHIBIT INDEX
Exhibit Description
−Removed: Fifth Amended and Restated Certificate of Incorporation of The Ensign Group, Inc., filed with the Delaware Secretary of State on November 15, 2007 (attached as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-33757) filed with the SEC on December 21, 2007)
−Removed: Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of The Ensign Group, Inc., filed with the Delaware Secretary of State on February 4, 2020 (attached as Exhibit 3.2 to the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-33757) filed with the SEC on February 5, 2020)
−Removed: Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of The Ensign Group, Inc., filed with the Delaware Secretary of State on May 18, 2023 (attached as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-33757) filed with the SEC on July 27, 2023)
+Added: Fifth Amended and Restated Certificate of Incorporation of the Corporation, filed with the Delaware Secretary of State on November 15, 2007, and all Certificates of Amendment thereto filed with the Delaware Secretary of State through May 23, 2024.
Amended and Restated Bylaws of The Ensign Group, Inc.
17 unchanged sentences
THE ENSIGN GROUP, INC.
−Removed: May 1, 2024 BY:
+Added: July 25, 2024 BY:
/s/ SUZANNE D.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.