株探米国株
英語
エドガーで原本を確認する
false 0001320414 0001320414 2025-09-01 2025-09-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 1, 2025

 

 

 

SELECT MEDICAL HOLDINGS CORPORATION

 

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-34465   20-1764048
(State or other jurisdiction of
Incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)

 

 

 

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices)  (Zip Code)

 

(717) 972-1100

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share SEM New York Stock Exchange (NYSE)

 

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))

 

Indicate by check mark whether either registrant is an emerging growth company 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 either 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. ¨

 

 

 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Chief Executive Officer

 

On September 2, 2025, Select Medical Holdings Corporation (the “Company”) announced the appointment of Thomas P. Mullin, 41, as the Chief Executive Officer of the Company, effective September 1, 2025. Mr. Mullin will no longer serve as Co-President of the Company, and John A. Saich, who most recently held the position of Co-President alongside Mr. Mullin, will serve as the sole President of the Company, effective September 1, 2025.

 

David S. Chernow, 68, will no longer serve as Chief Executive Officer of the Company, effective September 1, 2025. Mr. Chernow will continue to serve as a director of the Company and assume the role of Vice Chairman of the Board of Directors of the Company (the “Board”), effective September 1, 2025.

 

Mr. Mullin joined the Company in 2008 and most recently served as Co-President, where he oversaw 140 critical illness recovery and inpatient rehabilitation hospitals and the expansive growth of both divisions nationwide. Over his 17 years with the Company, Mr. Mullin has held executive leadership roles of increasing responsibility including Executive Vice President from 2020-2023, President of Specialty Hospitals from 2018-2020, and Chief Operating Officer of Specialty Hospitals from 2016-2018. Prior to his divisional appointments, Mr. Mullin held a variety of leadership positions in the Critical Illness Recovery Hospital Division, including Senior Vice President of Business and Market Development, and Regional Vice President. Earlier in his career with the Company, Mr. Mullin held operational positions at the hospital level in the division.

 

Mr. Mullin’s annual base salary since January 1, 2024 has been $618,000 and he has received grants of 100,000 shares of restricted stock per year in each of 2024 and 2025, which were subject to three-year cliff vesting.

 

There is no arrangement or understanding between Mr. Mullin and any other person pursuant to which Mr. Mullin is to be selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Mullin and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Mullin has not entered into any related party transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

 

On September 2, 2025, the Company issued a press release, among other things, announcing the appointment of Mr. Mullin as Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information in this Item 7.01 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number Description
   
99.1 Press Release, dated September 2, 2025, announcing the appointment of Mr. Mullin as Chief Executive Officer and other changes involving long-tenured leaders.

 

 

 

SIGNATURE

 

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, thereunto duly authorized.

 

  SELECT MEDICAL HOLDINGS CORPORATION
   
 
Date: September 2, 2025 By: /s/ John F. Duggan
    John F. Duggan
    Executive Vice President, General Counsel and Secretary

 

 

 

 

 

EX-99.1 2 tm2524778d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 
   
FOR IMMEDIATE RELEASE 4714 Gettysburg Road
Mechanicsburg, PA 17055 

NYSE Symbol: SEM

 

SELECT MEDICAL HOLDINGS CORPORATION APPOINTS

THOMAS P. MULLIN AS CHIEF EXECUTIVE OFFICER AND ANNOUNCES

OTHER CHANGES INVOLVING LONG-TENURED LEADERS

 

MECHANICSBURG, PENNSYLVANIA - September 2, 2025 - Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) today announced the appointment of Thomas P. Mullin as its chief executive officer. David S. Chernow, who has held the position since 2014, has been appointed vice chairman of the board. John A. Saich, who most recently held the position of co-president, will serve as the company’s sole president. John F. Duggan has been appointed executive vice president, general counsel and secretary. The appointments are effective immediately.

 

Mr. Mullin joined Select Medical in 2008, most recently serving as co-president overseeing 140 critical illness recovery and inpatient rehabilitation hospitals and the expansive growth of both divisions nationwide. Over his 17 years with the company, Mr. Mullin has held executive leadership roles of increasing responsibility including executive vice president from 2020-2023, president of specialty hospitals from 2018-2020, and chief operating officer of specialty hospitals from 2016-2018. Prior to his divisional appointments, Mr. Mullin held a variety of leadership positions in the Critical Illness Recovery Hospital Division, including senior vice president of business and market development, and regional vice president. Earlier in his Select Medical career, Mr. Mullin held operational positions at the hospital level in the division.

 

Mr. Chernow has been appointed vice chairman of the board after serving as the company’s chief executive officer since 2014. Previously, he served as president and chief executive officer from 2014-2023 and as president and chief strategy officer from 2010-2014. Prior to Mr. Chernow’s corporate officer posts, he joined the board of directors of Select Medical Corporation in 2002 and was an independent director of that company for nearly a decade.

 

Mr. Saich, who has held the post of co-president since 2023, will serve as the sole president of Select Medical. He will retain oversight of outpatient rehabilitation and shared services operations while taking on expanded responsibilities across the organization. Previously, Mr. Saich served as executive vice president and chief administrative officer from 2018-2023 and held a variety of senior human resources leadership positions spanning his 27 years with the company.

 

 

 

Mr. Duggan, a 25-year Select Medical veteran, has been appointed executive vice president, general counsel and secretary after serving as executive vice president and deputy general counsel since 2023. Previously, Mr. Duggan held the posts of senior vice president and senior counsel from 2007-2023, vice president and senior counsel from 2002-2007, and associate counsel from 2000-2002.

 

Michael E. Tarvin has served as senior executive vice president, general counsel and secretary since 2023, as executive vice president, general counsel and secretary from 2007-2023, as senior vice president, general counsel and secretary from 1999-2007, and as vice president, general counsel and secretary from 1997-1999. Mr. Tarvin will transition to his new post as senior executive vice president of legal services.

 

“Select Medical has always placed a high priority on the development and growth of its people as a means to drive the future success of the company,” said Select Medical Co-Founder and Executive Chairman Robert A. Ortenzio. “The appointments of these long-time veterans with impeccable track records underscores our commitment to our values, vision and mission. I could not be more proud to see Select Medical’s succession planning process working with the appointment of these next generation leaders, each with decades of experience at the company. I look forward to continuing to work closely with these top-notch executives as we execute against an aggressive growth strategy that provides patients with access to world-class post-acute care across the country and delivers value to our stockholders.”

 

About Select Medical

 

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. As of June 30, 2025, Select Medical operated 104 critical illness recovery hospitals in 29 states, 36 rehabilitation hospitals in 14 states, and 1,919 outpatient rehabilitation clinics in 39 states and the District of Columbia. At June 30, 2025, Select Medical had operations in 40 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

 

Media inquiries:

 

Shelly Eckenroth

seckenroth@selectmedical.com

717-920-4035

 

Investor inquiries:

 

Joel T. Veit

ir@selectmedical.com

717-972-1100

 

SOURCE: Select Medical Holdings Corporation