HCSG Healthcare Services Group Inc - 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders

On Tuesday, May 26, 2026, the Company held its annual meeting of shareholders for the purposes of voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2026. As of the Record Date of March 30, 2026, there were approximately 68,954,000 shares of common stock outstanding and entitled to notice of and to vote at the annual meeting. The final voting for the matters submitted to a vote of shareholders are as follows.

Management Proposals:

Proposal No. 1 — Election of Directors

At the annual meeting, shareholders voted for the election of nine Directors for a one-year term or until their successors are elected and qualified to fill the expiring terms of such Directors. All of the Company’s nominees for Director received the requisite plurality (i.e. the highest number of votes of the Company’s common stock in accordance with the bylaws of the Company and Section 1758 of the Pennsylvania Business Corporation Law) of the votes cast by the holders of shares present at the meeting in person or by proxy and entitled to vote thereon, and, accordingly, were elected to the Board of Directors for the ensuing year or until their successors are duly elected and qualified. The voting results are set forth below:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Diane S. Casey

60,583,583

1,916,149

3,607,184

Daniela Castagnino

61,706,486

793,246

3,607,184

Laura Grant

61,706,736

792,996

3,607,184

Thomas M. Gallagher

62,144,612

355,120

3,607,184

Dino D. Ottaviano

60,733,763

1,765,969

3,607,184

Kurt Simmons, Jr.

61,646,252

853,480

3,607,184

Jude Visconto

60,947,847

1,551,885

3,607,184

Theodore Wahl

61,322,013

1,177,719

3,607,184

Thomas G. Whalen

61,997,269

502,463

3,607,184

Proposal No. 2 — Say on Pay Vote

The proposal relating to an advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers (the “Say on Pay Vote”) has received a majority of the votes cast as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

61,059,063

1,305,516

135,153

3,607,184

Proposal No. 3 — Independent Registered Public Accounting Firm

The proposal for the ratification of the selection of Grant Thornton LLP as the Company's independent registered public accountants for the current fiscal year ending December 31, 2026 has received a majority of the votes cast as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

64,821,277

1,247,022

38,617

—

Proposal No. 4 — Amendment to the 2020 Omnibus Plan

The proposal relating to shareholder approval to amend the 2020 Omnibus Plan to increase the number of shares of Common Stock that are available for issuance thereunder by 2,500,000 has received a majority of the votes cast as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

59,690,433

2,747,530

61,769

3,607,184

Item 9.01

Financial Statements and Exhibits.

( d )    Exhibits. The following exhibits are being furnished herewith:

Exhibit No.

Description

104

Cover page Interactive Data File (embedded within the Inline XBRL document)