HEALTHCARE SERVICES GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrantþ

Filed by a Party other than the Registranto

Check the appropriate box:

Notice of Annual Meeting &

Proxy Statement

hcsg.com

MESSAGE FROM OUR CEO

Dear Fellow Healthcare Services Group, Inc. Shareholders,

In 2023 Healthcare Services Group, Inc. (“our”, “we”, “us”, “HCSG” or the “Company”) continued to build on its

momentum, as the wider healthcare industry emerged from a prolonged recovery. During the year we solidified our

already strong value proposition by increasing the durability of our business model and our market-leading position.

On the back of strong fundamentals, we increased important metrics such as net income and cash flow from

operations, up approximately 12% and 633% respectively. Further, we ended the year by exceeding cash flow

expectations and maintaining our high rate of cash collections at 98% and our management of cost of services to

our goal of 86%. These significant achievements were made possible by the dedication of and execution by our

employees, whose efforts are responsible for our success.

As the industry enters a multi-decade demographic tailwind, we remain focused on three priorities to capitalize on

our market position and value proposition:

1. Maintaining our cost of services target. We’ve taken a number of actions over the past few years, such

as contract enhancements, budget discipline and regulatory compliance, to provide strong operating

momentum heading into 2024. We’ll never take our operational execution for granted and are confident our

operators will continue to hit our target.

2. Delivering year over year growth. We are focused on the execution of our organic growth strategy and

believe that there are plenty of opportunities to start or expand service relationships in the skilled, long-term

and post-acute care spaces, particularly by cross selling our dining services to customers in our existing

housekeeping and laundry base.

3. Collecting what we bill. As a lagging indicator of the industry’s recovery, cash collections trends are

improving, but remain an area where we can see additional achievement. Given industry trends, there may

still be choppiness in 2024, but we believe we’ll see significant strengthening of the metric throughout the

year and into 2025.

As the industry continues to grow and evolve, so does HCSG. We are comprised of leaders who are proud to

support our Vision: To Be THE Choice For Our Customers, today and every day. The Company is steadfast in its

commitment to training and development at every level to best support our promotion-from-within philosophy and

give employees exceptional opportunities to grow and develop their career. We are proud of the dedicated

associates who make up our Company and thankful for the client partners who trust us to service their communities.

Entering 2024, we have continued to grow our new business prospects, as well as our manager and training

pipelines. We remain well positioned to make the most out of the opportunities in front of us. We believe that our

strategic priorities - combined with our customer value proposition, the need for our services and the upcoming

generational impact on the industry - position us well to deliver long-term shareholder value. I look forward to the

year ahead as we remain focused on returning to year-over-year growth.

On behalf of the entire Board of Directors, thank you for your investment in Healthcare Services Group. We invite

you to attend our Annual Meeting of Shareholders, which will be held at 10:00 a.m. Eastern Time on Tuesday,

May 28, 2024, and ask for your voting support on the items contained in this proxy.

Sincerely,

Theodore Wahl

President and Chief Executive Officer

2024 PROXY STATEMENT 1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

2024 Proposals

We will also take action upon any other business as may properly come before the 2024 Annual Meeting and any

adjournments or postponements of that meeting.

How to Vote

Only holders of record of our Common Stock, $0.01 par value (the “Common Stock”) at the close of business on

April 1, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. On the Record Date,

there were issued and outstanding approximately 73,645,000 shares of our Common Stock.

Each share of Common Stock entitles the holder thereof to one vote. This Proxy Statement is being mailed to

shareholders on or about April 26, 2024.

Shareholders can submit their proxy vote by any of the following methods:

The proxy statement and annual report to shareholders are available under “2024 Investor Materials” at

www.proxydocs.com/hcsg. Whether or not you expect to attend the Annual Meeting, shareholders can sign and

promptly mail the enclosed proxy in order that your shares may be voted for you. A return envelope is provided for

your convenience.

April 26, 2024

By Order of the Board of Directors,

Jason J. Bundick

General Counsel, Chief Compliance Officer & Corporate Secretary

2024 PROXY STATEMENT 2

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2024 PROXY STATEMENT 3