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HEALTHCARE SERVICES GROUP INC

For the period ended May 27, 2025. Filed Apr 14, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 27, 2025 · Filed Apr 14, 2025

HCSG$24.28-3.3%Stored close · as of Nov 6, 2026
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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:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12
HEALTHCARE SERVICES GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting &

Our People,

Our Purpose.

A Letter to Shareholders

I am pleased to share an update on the progress and achievements of

Healthcare Services Group, Inc. over the past year. Reflecting on 2024, we

celebrate strong operational performance, continued growth, and, most

importantly, the dedicated people who make it all possible.

Since our founding, we built a reputation for excellence, driven by the passion

"Our success is built on

the strength of our

people. Their ability to

rise to challenge and

embrace innovative

solutions has been

pivotal in helping us not

only sustain, but improve

our operations and

establish the foundation

for significant future

growth."

and dedication of our people. This past year, our teams continued to

demonstrate resilience, adaptability, and a deep commitment to fulfilling our

Vision, ensuring we maintained exceptional service standards despite the

challenges posed by the industry. From navigating supply chain disruptions to

addressing shifts in the labor market and adapting to evolving regulations, our

workforce has remained steadfast in their commitment to our shared purpose

of serving communities and improving lives. We’ve seen our teams excel in

delivering the highest quality service, constantly striving for excellence in every

task, whether enhancing cleanliness, improving dining experiences, or

supporting the well-being of those we serve.

Operationally, we achieved significant efficiencies that bolstered both service

quality and financial performance. Key investments in training programs,

technology, and workforce development have enhanced our teams’

capabilities, ensuring they have the resources and skills to thrive in a constantly

evolving industry.

As we look ahead, we focus on empowering our people to drive HCSG’s

continued success. The increasing demand for long-term care services

presents new opportunities for growth, and our greatest advantage is the expertise and dedication of our

workforce. We remain committed to delivering sustainable growth and strong financial performance while

prioritizing the well-being of our teams and the communities we serve.

On behalf of the 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 on Tuesday, May

27, 2025.

Ted Wahl

President & Chief Executive Officer

Healthcare Services Group, Inc.

Notice of Annual Meeting of Shareholders

We cordially invite you to attend the Annual Meeting of Shareholders to be held at 10:00 a.m. Eastern

time on Tuesday, May 27, 2025, at Courtyard Philadelphia Bensalem, 3280 Tillman Drive, Bensalem, PA

2025 Proposals

ProposalDetailRecommendationPage
1To elect nine directors to the Board of DirectorsFOR13
2To consider an advisory vote on a non-binding resolution to approve the compensation of our named executive officersFOR28
3To approve and ratify Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025FOR53

We will also take action upon any other business as may properly come before the 2025 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 March 31, 2025 (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 72,916,000 shares of our

Common Stock.

Each share of Common Stock entitles the holder thereof to one vote. We will provide this Notice, the

accompanying Proxy Statement, our 2024 Annual Report on Form 10-K and the form of proxy card, or the

Notice of Internet Availability of Proxy Materials, beginning on or about April 14, 2025.

Shareholders can submit their proxy vote online atwww.proxyvote.com, by phone by calling 1 (800)

690-6903, by marking, signing, and dating your proxy card and returning in the postage-paid envelope

provided, or by attending the 2025 Meeting and voting in person.

The proxy statement and annual report to shareholders are available online atwww.proxyvote.com..

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 14, 2025

By Order of the Board of Directors,

Jason J. Bundick

EVP, General Counsel, Chief Compliance Officer & Corporate Secretary

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders2
Company Overview4
Directors, Executive Officers and Corporate Governance12
Proposal No. 1 - Election of Directors13
Healthcare Services Group, Inc. Board of Directors14
Board Qualifications17
Board Committees19
Board Leadership21
Directors’ Compensation and Fees21
Code of Ethics and Business Conduct23
Board Role in Risk Oversight23
Cybersecurity24
Procedures for Contacting Directors24
Non-Director Executive Officers25
Executive Compensation27
Proposal No. 2 - Advisory Vote on Executive Compensation28
Compensation, Discussion & Analysis29
Summary Compensation Table40
Grant of Plan-Based Awards41
Outstanding Equity Awards42
Option Exercise and Stock Vested43
Non-Qualified Deferred Compensation44
Pay Ratio Disclosure44
Nominating, Compensation and Stock Option Committee Report50
Compensation Committee Interlocks and Insider Participation51
Audit Matters52
Proposal No. 3 - Independent Registered Accounting Firm53
Principal Accountant Fees and Services54
Audit Committee Report55
Stock Ownership Information56
Security Ownership of Certain Beneficial Owners and Management57
Delinquent Section 16(a) Reports58
General Information59
Additional Information63
Certain relationships and transactions with related parties64
Other Matters64
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.