HEALTHCARE SERVICES GROUP INC
For the period ended May 26, 2026. Filed Apr 15, 2026.
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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 26, 2026 · Filed Apr 15, 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 Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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): | |
| þ | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Our People,
Our Purpose.
Notice of Annual Meeting &
HEALTHCARE SERVICES GROUP | PROXY STATEMENT 20261
A Letter to Shareholders
Dear Fellow Shareholders,
Our performance in 2025 was defined by the disciplined execution of our
strategic priorities, which led to consistent, high-quality service outcomes and
strong financial results. Against the backdrop of improved industry
fundamentals, year over year revenue was up over 7%, with our Campus
division reaching a significant milestone in its growth journey, achieving over
$100 million in revenue. We successfully managed cost of services and SG&A
within our targeted ranges, and we generated significant free cash flow. We
also executed a share repurchase program, returning over $60 million of
capital to shareholders, and ended the year with a strong balance sheet and
ROIC profile.
"Our people are our
most valued resource
and we remain
deeply committed to
fostering a culture of
‘pride in every
employee’ by living
out our Purpose,
exemplifying our
Values and fulfilling
our company Vision."
These achievements are a direct result of the passion and perseverance of
the HCSG team members, from our newest associate through senior
leadership. Our people are our most valued resource and we remain deeply
committed to fostering a culture of ‘pride in every employee’ by living out our
Purpose, exemplifying our Values and fulfilling our company Vision.
Looking ahead, as we celebrate our 50th anniversary, we are highly optimistic
about our trajectory and expect continued strong execution on our strategic
priorities. Our financial foundation remains robust and we will continue to
prioritize investments in organic growth, strategic acquisitions, and
opportunistic share repurchases. With the industry entering the nascent
stages of a multi decade, demographic tailwind, we are incredibly well-
positioned to deliver sustainable, profitable results and drive durable value
creation for our stakeholders.
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
26, 2026.
Ted Wahl
President &Chief Executive Officer
Healthcare Services Group, Inc.
HEALTHCARE SERVICES GROUP | PROXY STATEMENT 20262
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 26, 2026, at Courtyard Philadelphia Bensalem, 3280 Tillman Drive, Bensalem, PA
2026 Proposals
| Proposal | Detail | Recommendation | Page |
|---|---|---|---|
| 1 | To elect nine directors to the Board of Directors | FOR | 14 |
| 2 | To consider an advisory vote on a non-binding resolution to approve the compensation of our named executive officers | FOR | 28 |
| 3 | To approve and ratify Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026 | FOR | 51 |
| 4 | To approve an amendment to the Company’s 2020 Amended Omnibus Incentive Plan to increase the number of shares of our common stock authorized for issuance by 2,500,000 shares | FOR | 56 |
We will also take action upon any other business as may properly come before the 2026 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 30, 2026 (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 68,954,000 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 2025 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 15, 2026.
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 2026 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..
April 15, 2026
By Order of the Board of Directors,
Jason J. Bundick
EVP, General Counsel, Chief Compliance Officer & Corporate Secretary
HEALTHCARE SERVICES GROUP | PROXY STATEMENT 20263
TABLE OF CONTENTS
| Notice of Annual Meeting of Shareholders | 2 |
|---|---|
| Company Overview | 4 |
| Directors, Executive Officers and Corporate Governance | 13 |
| Proposal No. 1 - Election of Directors | 14 |
| Healthcare Services Group, Inc. Board of Directors | 15 |
| Board Qualifications | 18 |
| Board Committees | 20 |
| Board Leadership | 22 |
| Directors’ Compensation and Fees | 22 |
| Code of Ethics and Business Conduct | 23 |
| Board Role in Risk Oversight | 24 |
| Cybersecurity | 24 |
| Procedures for Contacting Directors | 25 |
| Non-Director Executive Officers | 25 |
| Executive Compensation | 27 |
| Proposal No. 2 - Advisory Vote on Executive Compensation | 28 |
| Compensation, Discussion & Analysis | 29 |
| Summary Compensation Table | 39 |
| Equity and Other Compensation Disclosures | 40 |
| CEO Pay Ratio | 43 |
| Pay vs Performance | 44 |
| Nominating, Compensation and Stock Option Committee Report | 48 |
| Compensation Committee Interlocks and Insider Participation | 49 |
| Audit Matters | 50 |
| Proposal No. 3 - Independent Registered Accounting Firm | 51 |
| Principal Accountant Fees and Services | 52 |
| Audit Committee Report | 53 |
| General Matters | 54 |
| Proposal No. 4 - Amended Omnibus Incentive Plan | 55 |
| Stock Ownership Information | 63 |
| Security Ownership of Certain Beneficial Owners and Management | 64 |
| Delinquent Section 16(a) Reports | 65 |
| General Information | 66 |
| Additional Information | 70 |
| Certain Relationships and Transactions with Related Parties | 71 |
| Other Matters | 71 |
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