Pennant Group, Inc.
For the period ended May 14, 2026. Filed Mar 31, 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 14, 2026 · Filed Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
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 |
(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 all boxes that apply):
| 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. |
1675 E. Riverside Drive, Suite 150
Eagle, Idaho 83616
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 2026
| Meeting Information | How to Vote in Advance | ||
|---|---|---|---|
| When | Thursday, May 14, 2026 at 8:30 a.m. MDT | By Phone | You can vote your shares by calling 800-690-6903 |
| Where | Fairfield Inn Cottonwood6433 S., Highland DriveHolladay, Utah 84121 | By Internet | You can vote your shares online at www.proxyvote.com |
| Who Can Vote | Only owners of record of the Company's issued and outstanding common stock as of the close of business on March 17, 2026. Each share of common stock is entitled to one vote. | By Mail | Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided |
| Date of Mailing | We intend to mail proxy materials on or about March 31, 2026. | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2026Pennant’s Proxy Statement for the 2026 Annual Meeting of Stockholders (the “Proxy Statement”) and 2025 Annual Report on Form 10-K (the “2025 Form 10-K”) are available at www.proxyvote.com. | |
| Your vote is important. Please vote as soon as possible by one of the methods shown above. Be sure to have your proxy card or voting instruction form in hand and follow the instructions above. | |||
| Proposals · Board Recommendations · Page | ||||
|---|---|---|---|---|
| 1 | Election of three Class I director nominees named in the proxy statement to serve on The Pennant Group’s Board of Directors | ü | FOR each nominee | 9 |
| 2 | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for 2026. | ü | FOR | 20 |
| 3 | Advisory approval of the Company’s named executive officer compensation | ü | FOR | 36 |
| We will also address any other business which may properly come before the annual meeting or any adjournment or postponement. Following the formal meeting, management will speak on our developments of the past year and respond to questions of general interest to stockholders. | ||||
It is important that your shares be represented and voted whether or not you plan to attend the annual meeting in person. If you are the registered holder of your shares and are viewing the proxy statement on the internet, you may grant your proxy electronically via the internet by following the instructions listed on the internet site. If you are receiving a paper copy of the proxy statement, you may grant your proxy by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the notice or voting instruction form you receive from that firm to determine whether and how you will be able to provide voting instructions or submit your proxy by telephone or over the internet. Submitting a proxy over the internet, by telephone or by mailing a proxy card will ensure your shares are represented at the annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
BRENT J. GUERISOLI
CHAIRMAN OF THE BOARD OF DIRECTORS
Eagle, Idaho
Dated: March 31, 2026
| TABLE OF CONTENTS | |
|---|---|
| Proxy Statement | 6 |
| Proposal 1: Election of Three Class I Directors | 9 |
| Board Composition | 10 |
| Directors and Nominees | 10 |
| Corporate Governance | 13 |
| Director Independence | 13 |
| Code of Conduct and Ethics | 13 |
| Board Leadership Structure | 13 |
| Risk Oversight | 13 |
| Stockholder Engagement | 14 |
| Meeting Attendance | 14 |
| Committees of the Board of Directors | 14 |
| Director Nomination Process | 17 |
| Director Compensation | 18 |
| Communications with Directors | 19 |
| Proposal 2: Approval of Independent Registered Public Accounting Firm | 20 |
| Principal Accountant Fees and Services | 20 |
| Audit Committee Pre-Approval Policies and Procedures | 20 |
| Audit Committee Report | 21 |
| Executive Officers | 22 |
| Executive Compensation | 23 |
| Compensation Discussion and Analysis | 23 |
| Compensation Committee Report | 26 |
| Summary Compensation Table | 27 |
| Pay Versus Performance | 28 |
| Grants of Plan-Based Awards | 31 |
| Outstanding Equity Awards at Fiscal Year-End | 32 |
| Option Exercises and Stock Vested | 33 |
| Employment Agreements | 33 |
| Pension Benefits | 33 |
| Non-Qualified Deferred Compensation | 34 |
| Change-in-Control and Severance Disclosure | 34 |
| Insider Trading Policy | 34 |
| Hedging Transactions | 34 |
| Practices for the Timing of Awards as They Relate to the Disclosure of Material Non-Public Information | 34 |
| Compensation Committee Interlocks and Insider Participation | 35 |
| Pay Ratio Disclosure | 35 |
| Proposal 3: Advisory Vote on Named Executive Officer Compensation | 36 |
| Stock Ownership Information | 38 |
| Stock Ownership Table | 38 |
| Equity Compensation Plan Information | 39 |
| Certain Relationships and Related Party Transactions | 40 |
| Delinquent Section 16(a) Reports | 41 |
| Additional Information | 42 |
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1675 E. Riverside Drive, Suite 150
Eagle, Idaho 83616
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of The Pennant Group, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders. When used in this Proxy Statement, the terms “we,” “us,” “our,” or the “Company” refer to The Pennant Group, Inc. and its independent operating subsidiaries. The Pennant Group, Inc. is a holding company and each of its independent operating subsidiaries is operated by its own management, employees and assets. The use of “we,” “us,” “our” and similar words in this Proxy Statement is not meant to imply that any or all of these independent operating subsidiaries are operated by the same entity or that The Pennant Group, Inc. operates any of the businesses conducted by its subsidiaries.
This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.
| Our Annual Meeting | |||
|---|---|---|---|
| Date and Time | May 14, 2026 at 8:30 a.m. MDT | Record Date | March 17, 2026 |
| Place | Fairfield Inn Cottonwood6433 S, Highland DriveHolladay, Utah 84121 | Number of Shares Outstanding as of Record Date | 34,953,297 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) |
| Who Can Vote | Only owners of record of the Company’s issued and outstanding common stock as of the close of business on March 17, 2026. Each share of common stock is entitled to one vote. The Common Stock will vote as a single class with respect to all matters submitted to a vote of the stockholders at the Annual Meeting. | ||
Any stockholder who executes and delivers a proxy has the right to revoke it at any time before it is exercised by delivering to the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in accordance with the instructions on the proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be voted in accordance with the recommendation of the Board of Directors.
The expenses of preparing, assembling, printing and mailing this Proxy Statement and other materials used in the solicitation of proxies will be borne by the Company. Proxies will be solicited through the internet and the mail and may be solicited by our officers, directors and employees in person, by telephone, or email. They will not receive additional compensation for this effort. We do not anticipate paying any compensation to any other party for the solicitation of proxies, but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners. The Company may retain the services of a proxy solicitation firm if, in the Board’s view, it is deemed necessary or advisable.
At the Annual Meeting, the stockholders of the Company will be asked to vote on the proposals below. Your vote is very important. Accordingly, whether or not you plan to attend the Annual Meeting in person, you should complete your proxy card by using one of the methods described in these proxy materials. You may vote your shares at the Annual Meeting by attending and voting in person, by completing your proxy card via the internet or by telephone as described in these proxy materials, or by having your shares represented at the Annual Meeting by a valid proxy. If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may provide voting instructions or submit your proxy by following the instructions detailed in the notice or voting instruction form you receive from your broker or other nominee.
Voting Choices and Recommendations of the Board
With respect to Proposal 1 (Election of Directors) you will have the choice to vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each nominee. With respect to Proposals 2 and 3 you will have the choice to vote “FOR,” “AGAINST” or “ABSTAIN.” The Board recommends stockholders vote as follows:
| Proposal | Board Recommendation |
| 1 | “FOR” the election of each of the three Class I directors nominated by the Board, each for a three-year term expiring at the 2029 annual meeting of stockholders. |
| 2 | “FOR” ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as independent registered public accounting firm for 2026. |
| 3 | “FOR” advisory approval of the Company’s named executive officer compensation. |
Quorum Requirements
In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the issued and outstanding shares of the Common Stock entitled to vote at the Annual Meeting must be represented, either in person or by proxy, at the Annual Meeting. Under Delaware law, shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.
Vote Required to Approve Proposals
The following table summarizes the votes required for passage of each proposal and the effect of abstentions and broker non-votes.
| Proposal | Vote Required for Approval | Effect of Abstentions | Effect of Broker Non-Votes |
|---|---|---|---|
| Proposal 1. Election of Class I director nominees | Majority of votes cast with respect to each director | No effect | No effect |
| Proposal 2. Approval of independent registered public accounting firm for 2026 | Majority of voting power present and entitled to vote at the meeting | Against | No effect |
| Proposal 3. Advisory vote to approve named executive officer compensation (“Say-on-Pay”) | Majority of voting power present and entitled to vote at the meeting | Against | No effect |
Unless instructed to the contrary, the shares represented by proxies will be voted FOR the election of the three Class I director nominees, FOR the approval of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026, and FOR advisory approval of our named executive officer compensation.
Additional Information Regarding Our Proxy Materials
If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” In that case, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) have each been sent directly to you.
If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In such case, proxy materials will be provided (or otherwise made available) to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.
Attending the Annual Meeting
Only stockholders as of the record date, or their duly appointed proxies, and invited guests of the Company may attend the Annual Meeting. Admission to the Annual Meeting will begin at approximately 8:00 a.m. Mountain Time. In order to be admitted to the Annual Meeting, you should:
bring current, government-issued photo identification, such as a driver’s license, and proof of ownership of common stock on the record date. If you are a holder of record, your identity will be checked against a list of registered holders at the Annual Meeting. If you hold your shares in street name, a recent brokerage statement or a letter from your bank, broker, trustee, or other nominee are examples of proof of ownership. If you want to vote your shares held in street name in person, you must obtain a legal proxy in your name from the broker, bank, trustee, or other nominee that holds your shares of common stock;
not attempt to record. Cameras, transmission, broadcasting, and other recording devices will not be permitted to be used in the meeting room;
be prepared to comply with security requirements, which may include, among other security measures, security guards searching all bags and attendees passing through a metal detector; and
arrive shortly after 8:00 a.m. Mountain Time to ensure that you are seated by the start of the Annual Meeting at 8:30 a.m. Mountain Time.
Any holder of a proxy from a stockholder must present a properly executed legal proxy and a copy of the proof of ownership. If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, you will not be admitted to the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.