Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2023

The Ensign Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33757

33-0861263

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

29222 Rancho Viejo Road, Suite 127,

San Juan Capistrano,

92675

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (949) 487-9500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ENSG	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K/A is being filed to update the Current Report on Form 8-K filed by The Ensign Group, Inc. (the Company) on May 19, 2023 (the Original Form 8-K) with the U.S. Securities and Exchange Commission to report the final voting results of the Company’s 2023 Annual Meeting of Stockholders held on May 18, 2023 (the 2023 Annual Meeting). The sole purpose of this amendment is to disclose under Item 5.07(d) the Company’s decision regarding the frequency of future stockholder advisory votes on the compensation paid to the Company’s named executive officers. Except as set forth herein, no modifications have been made to information contained in the Original Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(d) At the 2023 Annual Meeting, a non-binding advisory vote was conducted on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers. As previously reported by the Company in the Original Form 8-K, the stockholders cast the highest number of votes for an annual advisory vote on the compensation paid to the Company’s named executive officers.

In light of the stockholder vote at the 2023 Annual Meeting, the Board of Directors of the Company has determined that the Company will hold an advisory vote on the compensation paid to the Company’s named executive officers annually until the next vote on the frequency of future stockholder advisory votes on executive compensation. The next advisory vote on the frequency of future advisory votes on executive compensation will occur no later than the Company’s Annual Meeting of Stockholders to be held in 2029.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						THE ENSIGN GROUP, INC.

Dated: July 27, 2023						/s/ Chad A. Keetch
						Chad A. Keetch
						Chief Investment Officer

Cover Document	May 18, 2023
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	May 18, 2023
Entity Registrant Name	Ensign Group, Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33757
Entity Tax Identification Number	33-0861263
Entity Address, Address Line One	29222 Rancho Viejo Road, Suite 127,
Entity Address, City or Town	San Juan Capistrano,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92675
City Area Code	949
Local Phone Number	487-9500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ENSG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001125376
Amendment Flag	false