UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 07, 2026

 

 

 

Pediatrix Medical Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Florida			001-12111	26-3667538
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1301 Concord Terrace
Sunrise, Florida				33323
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 954 384-0175

 

(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:

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 $.01 per share		MD		The New York Stock Exchange

Indicate by check mark whether the 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 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. ☐

 

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

As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Shareholders’ Meeting (the “Annual Meeting”) of Pediatrix Medical Group, Inc., a Florida corporation (the “Company”), held on May 7, 2026, the shareholders of the Company approved the Company’s Second Amended and Restated 2008 Incentive Compensation Plan (the “Plan”), which, among other things, increased the number of shares of the Company’s common stock available for issuance under the Plan by 8,000,000 shares.

The Plan is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 27, 2026, under the heading “Proposal 4: Approval of the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan" and such description is incorporated by reference herein.

The foregoing description of the Plan is only a summary, and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

On May 7, 2026, the Company held the Annual Meeting. Of the 83,072,104 shares of common stock outstanding and entitled to vote, 77,330,139 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for the Company’s Board of Directors were elected to serve until the Company’s 2027 Annual Shareholders’ Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Name		For				Against				Abstained				Broker Non-Vote
Laura A. Linynsky			71,249,187				967,057				18,087				5,095,808
Thomas A. McEachin			70,107,436				2,093,168				33,727				5,095,808
Kurt D. Newman, M.D.			71,922,039				256,292				56,000				5,095,808
Mark S. Ordan			69,958,141				2,259,130				17,060				5,095,808
Michael A. Rucker			70,689,577				1,523,843				20,911				5,095,808
Guy P. Sansone			70,738,837				1,475,369				20,125				5,095,808
John M. Starcher, Jr.			46,296,745				25,909,618				27,968				5,095,808
Shirley A. Weis			70,725,919				1,478,539				29,873				5,095,808
Sylvia J. Young			71,257,572				963,152				13,607				5,095,808

 

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified by the Company’s shareholders, by the votes set forth in the table below:

 

For				Against				Abstained				Broker Non-Vote
	75,519,473				1,794,278				16,388				0

 

Proposal 3: The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the 2025 fiscal year, by the votes set forth in the table below:

 

For				Against				Abstained				Broker Non-Vote
	70,257,832				1,960,931				15,568				5,095,808

 

Proposal 4: The Plan was approved by the Company’s shareholders, by the votes set forth in the table below:

 

For				Against				Abstained				Broker Non-Vote
	65,912,243				6,303,675				18,413				5,095,808

 

 

 

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit Index

 

10.1	Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2026).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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.

			Pediatrix Medical Group, Inc.
Date:	May 7, 2026	By:	/s/ Kasandra H. Rossi
			Kasandra H. Rossi Chief Financial Officer