ehc-20260406

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12

Encompass Health Corporation

(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):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 7, 2026

Dear fellow stockholder:

I am pleased to invite you to attend our 2026 Annual Meeting of Stockholders of Encompass Health Corporation, to be held on Thursday, May 7, 2026, at 11:00 a.m., central time. We will conduct this year’s annual meeting by live webcast only. If you owned Encompass Health common stock on March 9, 2026, you will be able to attend by visiting www.virtualshareholdermeeting.com/EHC2026. The meeting website will be accessible beginning 15 minutes prior to the meeting. To participate in the meeting or vote at the meeting, you must enter the 16-digit control number included on your proxy card.

We will consider the items of business described in the Proxy Statement accompanying this letter and respond to any questions you may have. The Proxy Statement contains important information about the matters to be voted on and the process for voting, along with information about Encompass Health, its management and its directors.

Every stockholder’s vote is important to us. Even if you plan to attend the annual meeting by logging into the virtual annual meeting website, please promptly vote by submitting your proxy by phone, by internet or by mail. The “Commonly Asked Questions” section of the Proxy Statement and the enclosed proxy card contain detailed instructions for submitting your proxy.

On behalf of the directors, management and employees of Encompass Health, thank you for your continued support of and ownership in our company.

Sincerely,

Greg D. Carmichael
Chairman of the Board of Directors

ENCOMPASS HEALTH CORPORATION

Notice of Annual Meeting of Stockholders


TIME			11:00 a.m., central time, on Thursday, May 7, 2026

PLACE			This year’s annual meeting will be conducted by live webcast. You may attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/EHC2026 and entering the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials. If you hold your shares through an intermediary, such as a bank or broker, and do not have a control number, please contact the bank or broker.

ITEMS OF BUSINESS			•To elect 10 directors to the board of directors to serve until our 2027 annual meeting of stockholders. Ø The board of directors recommends a vote FOR each nominee. •To ratify the appointment by Encompass Health’s Audit Committee of PricewaterhouseCoopers LLP as Encompass Health’s independent registered public accounting firm. Ø The board of directors recommends a vote FOR ratification. •To approve, on an advisory basis, the compensation of the named executive officers as disclosed in Encompass Health’s Definitive Proxy Statement for the 2026 annual meeting. Ø The board of directors recommends a vote FOR the approval of the compensation of our named executive officers. •To transact such other business as may properly come before the annual meeting and any adjournment or postponement.

RECORD DATE			You can vote if you are a holder of record of Encompass Health common stock on March 9, 2026.

PROXY VOTING			Your vote is important. Please vote in one of these ways: •Via internet: Prior to meeting date, go to http://www.proxyvote.com and follow the instructions. You will need to enter the control number printed on your proxy card; •By telephone: Call toll-free 1-800-690-6903 and follow the instructions. You will need to enter the control number printed on your proxy card; •In writing: Complete, sign, date and promptly return your proxy card in the enclosed envelope; or •At the annual meeting: Go to www.virtualshareholdermeeting.com/EHC2026 at the time of the meeting, enter the control number printed on your proxy card, and follow the instructions.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on May 7, 2026

Encompass Health’s Proxy Statement on Schedule 14A, form of proxy card, and 2025 Annual Report (including the 2025 Annual Report on Form 10-K) are available at http://www.proxyvote.com after entering the control number printed on your proxy card.


Birmingham, Alabama									Patrick Darby
April 7, 2026									Secretary

ENCOMPASS HEALTH CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS


		Page
PROXY SUMMARY		1

COMMONLY ASKED QUESTIONS		3

ITEMS OF BUSINESS REQUIRING YOUR VOTE		8
Proposal 1 – Election of Directors		8
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm		15
Proposal 3 – Advisory Vote on Executive Compensation		17

CORPORATE GOVERNANCE AND BOARD STRUCTURE		18
Corporate Governance		18
	Corporate Governance Guidelines	18
	Code of Ethics	18
	Insider Trading Policy	18
	Corporate Website	18
	Board Oversight of the Company’s Risks	19
	Board Oversight of Sustainability Matters	19
	Annual Evaluation of the Performance of the Board and Its Committees	20
Stockholder Engagement and Communications to Directors		21
Board Structure and Committees		21
	Board Structure and Meetings	21
	Audit Committee	22
	Compensation and Human Capital Committee	23
	Compliance and Quality of Care Committee	23
	Nominating/Corporate Governance Committee	24
Board Composition and Director Nomination Process		25
	Board Composition	25
	Criteria for Board Members	25
	Process for Identifying and Evaluating Candidates	26
	Board Succession Planning	26
	Director Nominees Proposed by Stockholders	26
Director Independence		27
Compensation of Directors		28

AUDIT COMMITTEE REPORT		30

COMPENSATION AND HUMAN CAPITAL COMMITTEE MATTERS		31
Scope of Authority		31
Compensation Committee Interlocks and Insider Participation		31
Compensation and Human Capital Committee Report		31

EXECUTIVE COMPENSATION		32
Compensation Discussion and Analysis		32
	Executive Summary	32
	Executive Compensation Philosophy	35
	Determination of Compensation	37
	Elements of Executive Compensation	39
	Other Compensation Policies & Practices	46
Summary Compensation Table		49
Grants of Plan-Based Awards During 2025		51
Potential Payments upon Termination of Employment		53
Outstanding Equity Awards at December 31, 2025		55
Options Exercised and Stock Vested in 2025		56
Equity Compensation Plans		56


		Page
	2004 Amended and Restated Director Incentive Plan	56
	2025 Omnibus Performance Incentive Plan	57
Deferred Compensation		57
	Retirement Investment Plans	57
	Nonqualified Deferred Compensation Plan	57
CEO Pay Ratio		58
Pay vs. Performance		59
	Pay vs. Performance Table	59
	Narrative Disclosure to the Pay vs. Performance Table	60

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		63
Review and Approval of Transactions with Related Persons		63
Transactions with Related Persons		63

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		64

EXECUTIVE OFFICERS		65

GENERAL INFORMATION		67

APPENDIX A - NOTE REGARDING PRESENTATION OF NON-GAAP FINANCIAL MEASURES		A-1

NOTE TO READERS

As used in this report, the terms “Encompass Health,” “we,” “us,” “our,” and the “Company” refer to Encompass Health Corporation and its consolidated subsidiaries, unless otherwise stated or indicated by context. We use the term “Encompass Health Corporation” to refer to Encompass Health Corporation alone wherever a distinction between Encompass Health Corporation and its subsidiaries is required or aids in the understanding of this filing.

This proxy statement and the accompanying form of proxy are first being sent to our stockholders on April 7, 2026.

ENCOMPASS HEALTH CORPORATION

PROXY STATEMENT

PROXY SUMMARY

This summary highlights selected information about the items to be voted on at our annual meeting and information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote, so you should read the entire proxy statement carefully before voting.

Proposals That Require Your Vote


Proposals	Board Recommendation	Votes Required for Approval	More Information
1. Election of 10 directors to serve until our 2027 annual meeting	FOR each nominee	Votes for the director exceed the votes against the director	Page 8
2. Ratification of the appointment of our independent registered public accounting firm	FOR	Votes for the proposal exceed the votes against the proposal	Page 15
3. Approval, on an advisory basis, of our executive compensation	FOR	Votes for the proposal exceed the votes against the proposal	Page 17

Say-on-Pay Highlights

We have received a say-on-pay approval vote of greater than 93% every year. We believe our stockholders have overwhelmingly endorsed our pay-for-performance track record, strong corporate governance, and compensation risk mitigation practices, including the following best practices related to executive compensation:


ü			Annual and long-term incentive plans have maximum award opportunities
ü			Annual and long-term incentive plans are designed with multiple measures of performance
ü			Annual incentive plan includes financial and sustainability metrics (human capital and quality of care)
ü			Long-term incentive plan has 3-year performance period and relative total shareholder return component
ü			Compensation “claw-back” policy applies to all officers, covers misconduct in some cases where a financial restatement has not occurred, and otherwise complies with NYSE claw-back requirements
ü			Equity ownership guidelines for executives require retention of 50% of net shares at the time of exercise/vesting until the ownership multiple is met. Non-employee directors must hold awards until departure
ü			Insider trading policy expressly prohibits hedging or pledging of our stock by executives and directors
ü			Change-of-control compensation arrangements include “double triggers” and do not gross-up for taxes

Our pay-for-performance and other compensation best practices are discussed further beginning on page 35.

Governance Highlights


ü			Independent, non-executive chairman of the board
ü			9 of 10 of our directors are independent
ü			All standing board committees are fully independent
ü			Heightened board independence requirement (75% of directors must be independent)
ü			Independent sessions are scheduled at every regular meeting of our board and its committees (no members of management are present at these independent sessions)
ü			Average tenure of director nominees is 6.8 years (see page 8 for individual tenures)
ü			All directors attended at least 75% of the meetings of the board and the respective committees in 2025
ü			Robust stock ownership requirements for directors and officers
ü			Majority voting in uncontested director elections, combined with contingent resignations of directors
ü			Declassified board with annual elections
ü			None of our directors serve on more than 2 outside public company boards
ü			No poison pill in place
ü			Annual board and committee performance evaluations and periodic involvement of outside advisors in such evaluations
ü			Active stockholder engagement program
ü			Regular reviews of succession plans for CEO and other senior executives
ü			Stockholders may amend our bylaws by simple majority vote
ü			Proxy reimbursement bylaw for stockholder proxy solicitation expenses (see page 27)
ü			Stockholder-adopted exclusive forum bylaw for internal corporate claims
ü			Stockholders may act by written consent
ü			Stockholders representing 20% of outstanding shares may call a special meeting
ü			Term limit for directors of 15 years, subject to exceptions at the board’s discretion
ü			Mandatory retirement age for directors of 75, subject to exceptions at the board’s discretion
ü			Limitations on directorships for executive officers
ü			Enterprise risk management, including cybersecurity, oversight by full board and designated committees on regular schedule (see page 19)
ü			Sustainability oversight by full board and designated committees on regular schedule (see pages 19-20)
ü			Sustainability targets in the executive compensation program (quality of care and employee turnover metrics)(see page 40)
ü			Organizational focus on a strong culture and employee development and engagement (see the discussion in our 2025 Annual Report on Form 10-K)

COMMONLY ASKED QUESTIONS

Why did I receive these proxy materials?

We are furnishing this proxy statement in connection with the solicitation by our board of directors of proxies to be voted at our 2026 annual meeting of stockholders and at any adjournment or postponement. As a reminder, our annual meeting will be entirely by means of live internet webcast, frequently referred to as a “virtual annual meeting.” At our annual meeting, stockholders will act upon the following proposals:

(1)to elect 10 directors to the board of directors to serve until our 2027 annual meeting of stockholders;

(2)to ratify the appointment by the Audit Committee of our board of directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm;

(3)to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement for the 2026 annual meeting; and

(4)to transact such other business as may properly come before the 2026 annual meeting of stockholders and any adjournment or postponement.

These proxy solicitation materials are being sent to our stockholders on or about April 7, 2026 and summarize the purposes of the meeting and the information you need to know to vote at the annual meeting.

How can I participate in the virtual annual meeting?

Participation in the 2026 annual meeting of stockholders is limited to stockholders. You will be able to attend and participate in the virtual annual meeting by visiting www.virtualshareholdermeeting.com/EHC2026 and entering the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials. If you hold your shares through an intermediary or nominee, such as a bank or stockbroker, and do not have a control number, please contact the bank, broker or nominee for instructions. Please log in to the website by 10:45 a.m., central time, on the day of the meeting.

You may vote and submit questions during the annual meeting by following the instructions available on the meeting website. All questions that comply with the rules for the meeting posted on the meeting website will be answered. If the time allotted for the meeting is not sufficient to allow for answering all the questions submitted, we will post the question and our response on our website at https://investor.encompasshealth.com at our earliest convenience. Out of fairness and respect to all attendees, we will not answer questions that are:

•not pertinent to the business of the Company or to the business of the annual meeting,

•related to material non-public information of the Company,

•related to personal grievances or individual personnel matters or not otherwise a matter of interest to stockholders generally,

•derogatory references to individuals or that are otherwise offensive or in bad taste,

•repetitious questions or statements already submitted or made by another stockholder,

•related to pending or threatened litigation, or

•otherwise not in compliance with the rules for the meeting posted on the meeting website.

Who is entitled to vote at the meeting?

The board of directors has determined that those stockholders who are recorded in the books of our transfer agent as owning shares of our common stock as of the close of business on March 9, 2026, are entitled to receive notice of and to vote at the annual meeting of stockholders. As of February 12, 2026, there were 99,416,162 shares of our common stock issued and outstanding. Your shares may be (1) held directly in your name as the stockholder of record or (2) held for you as the beneficial owner through a stockbroker, bank or other nominee, or both. Our common stock is our only class of outstanding voting securities. Each share of common stock owned as of the close of business on March 9, 2026 is entitled to one vote on each matter properly brought before the annual meeting.

A complete list of stockholders entitled to vote at the meeting will be available for examination by our stockholders for any purpose germane to the meeting, during ordinary business hours at 9001 Liberty Parkway, Birmingham, Alabama 35242, for ten days prior to the meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote during the meeting on the virtual annual meeting website. If you requested a paper copy of the proxy materials, we have enclosed a proxy card for you to use.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank, or nominee which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the meeting. However, because you are not the stockholder of record, you may not vote these shares during the meeting on the website unless you have a control number from the voting instruction card you received. Your broker, bank, or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares. If you do not provide the stockholder of record with voting instructions, your shares will constitute broker non-votes. The effect of broker non-votes is more specifically described in “What vote is required to approve each item?” below.

How can I vote my shares at the virtual annual meeting?

Shares held directly in your name as the stockholder of record may be voted during the virtual annual meeting, and you will need the control number included on your proxy card or Notice of Internet Availability of Proxy Materials. Submitting your proxy by telephone, by internet or by mail will in no way limit your right to vote during the virtual annual meeting.

Shares held beneficially in street name may be voted by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares. Owners of shares held in street name that expect to attend and vote during the virtual annual meeting should contact their broker, bank or nominee as soon as possible to obtain the necessary proxy.

Even if you currently plan to attend the virtual annual meeting, we recommend that you also submit your proxy as described below so your vote will be counted if you later decide not to attend the meeting.

How can I vote my shares without attending the meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker, bank, or nominee.

Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction form provided by your broker, bank, or nominee. The internet and telephone voting procedures established for our stockholders of record are designed to authenticate your identity, to allow you to give your voting instructions, and to confirm those instructions have been properly recorded. Internet and telephone voting for stockholders of record will be available 24 hours a day, and will close at 11:59 p.m. eastern time on May 6, 2026. The availability of internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions you receive.

•BY INTERNET – If you have internet access, you may submit your proxy from any location in the world by following the “internet” instructions on the proxy card. Please have one of those documents in hand when accessing the website as you will need the control number found there.

•BY TELEPHONE – If you live in the United States, Puerto Rico, or Canada, you may submit your proxy by following the “telephone” instructions on your proxy card. Please have one of those documents in hand when you call as you will need the control number found there.

•BY MAIL – If you requested a paper copy of the proxy materials, you may vote by mail by marking, signing, and dating your proxy card or, for shares held in street name, the voting instruction card included

by your broker, bank, or nominee and mailing it in the accompanying enclosed, pre-addressed envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If you do not have the pre-addressed envelope available, please mail your completed proxy card to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Mailed proxy cards must be received no later than May 6, 2026 in order to be counted.

If you cast your vote in any of the ways set forth above, your shares will be voted in accordance with your voting instructions unless you validly revoke your proxy. We do not currently anticipate that any other matters will be presented for action at the annual meeting. If any other matters are properly presented for action, the persons named as your proxies will vote your shares on these other matters in their discretion, under the discretionary authority you have granted to them in your proxy.

Can I access the proxy statement and annual report on the internet?

Yes. This proxy statement, the form of proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) are available at http://www.proxyvote.com after entering the control number printed on your proxy card. If you received a paper copy of the proxy materials, you have made a previous election to that effect. If you are a stockholder of record and would like to access future proxy materials electronically instead of receiving paper copies in the mail, there are several ways to do this. You can mark the appropriate box on your proxy card or follow the instructions if you vote by telephone or the internet. If you have internet access, we hope you make this choice. Receiving future annual reports and proxy statements via the internet will be simpler for you, will save the Company money and is friendlier to the environment.

A copy of our 2025 Form 10-K and the proxy materials are also available without charge from the “Investors” section of our website at https://investor.encompasshealth.com. The 2025 Form 10-K and the proxy materials are also available in print to stockholders without charge and upon request, addressed to Encompass Health Corporation, 9001 Liberty Parkway, Birmingham, Alabama 35242, Attention: Corporate Secretary.

Are you planning on making the proxy materials only available by internet this year, unless paper copies are requested?

No. Although many public companies mail a notice to their shareholders so they can provide proxy materials through the internet, we have elected to use the “full set delivery” option and are providing paper copies of proxy materials to all of our shareholders, unless otherwise previously requested by the shareholder. Our proxy materials and 2025 Form 10-K comprising our Annual Report are also available via the internet. See “Can I access the proxy statement and annual report on the internet?” directly above. We may decide not to use the “full set delivery” option in the future; however, you will still have the right to request a free set of proxy materials by mail. Alternatively, you may elect at
http://www.proxyvote.com to receive our proxy materials by electronic mail in the future.

Can I change my vote after I submit my proxy?

Yes. Even after you have submitted your proxy, you may change your vote by:

•filing with our corporate secretary at 9001 Liberty Parkway, Birmingham, Alabama 35242, a signed, original written notice of revocation dated later than the proxy you submitted, provided such notice is received by on or before May 6, 2026;

•submitting a duly executed proxy bearing a later date that is received on or before May 6, 2026;

•voting by telephone or internet on a later date; or

•attending the virtual annual meeting and voting during the meeting on the meeting website.

In order to revoke your proxy without voting again, you must send an original notice of revocation of your proxy to the address in the first bullet above sent by U.S. mail or overnight courier prior to the voting deadline. If you grant a proxy, you are not prevented from attending the virtual annual meeting and voting. However, your attendance at the virtual annual meeting will not by itself revoke a proxy you have previously granted; you must vote during the virtual annual meeting to revoke your proxy.

If your shares are held by a broker, bank or other nominee, you may revoke your proxy by following the instructions provided by your broker, bank, or nominee. All valid proxies not revoked will be voted at the annual meeting.

What is “householding” and how does it affect me?

We are delivering the proxy materials addressed to all stockholders who share a single address unless they have notified us they wish to “opt out” of the program known as “householding.” Under the householding procedure, stockholders of record who have the same address and last name receive only one copy of the proxy materials. Householding is intended to reduce our printing and postage costs and material waste. WE WILL DELIVER A SEPARATE COPY OF THE ANNUAL REPORT OR PROXY STATEMENT PROMPTLY UPON WRITTEN OR ORAL REQUEST. You may request a separate copy by contacting our corporate secretary at 9001 Liberty Parkway, Birmingham, Alabama 35242, or by calling 1-205-967-7116.

If you are a stockholder of record and you choose not to have these disclosure documents sent to a single household address as described above, you must “opt-out” by writing to: Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by calling 1-866-540-7095, and we will cease householding disclosure documents within 30 days. If we do not receive instructions to remove your account(s) from this service, your account(s) will continue to be householded. Conversely, if you are receiving multiple copies of these disclosure documents and wish to receive only one copy, you should contact your bank or broker for information regarding householding of disclosure documents and to request a change in delivery status

What constitutes a quorum to transact business at the meeting?

Before any business may be transacted at the annual meeting, a quorum must be present. The presence at the annual meeting, by participation in the virtual meeting or by proxy, of the holders of a majority of the shares of all of our capital stock outstanding and entitled to vote on the record date will constitute a quorum. At the close of business on February 12, 2026, 99,416,162 shares of our common stock were issued and outstanding. Proxies received but marked as withholds, abstentions, and broker non-votes will be included in the calculation of the number of shares considered to be present at the annual meeting for purposes of a quorum.

If a quorum is not present or if we decide that more time is necessary for the solicitation of proxies, we may adjourn the annual meeting. We may do this with or without a stockholder vote. If the stockholders vote to adjourn the annual meeting in accordance with our Bylaws, the named proxies will vote all shares of common stock for which they have voting authority in favor of adjournment.

What is the recommendation of the board of directors?

Our board of directors unanimously recommends a vote:

1.“FOR” the election of each of our 10 nominees to the board of directors;

2.“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as Encompass Health’s independent registered public accounting firm;

3.“FOR” the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and

With respect to any other matter that properly comes before the annual meeting, the proxy holders will vote in accordance with their judgment on such matter.

What vote is required to approve each item?

The vote requirements for Proposals 1 and 2 are as follows:

•Each nominee for director named in Proposal 1 will be elected if the votes for the nominee exceed the number of votes against with respect to such nominee. Votes cast with respect to a nominee will exclude abstentions and broker non-votes.

•Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, will be approved if the votes cast for the proposal exceed those cast against the proposal. Broker non-votes will not be counted as votes cast for or against.

Please note that “say-on-pay,” Proposal 3, is only advisory in nature and has no binding effect on the Company or our board of directors. For Proposal 3, our board of directors will consider the proposal approved if the votes cast in favor of the proposal exceed the votes cast against it. Broker non-votes will not be counted as votes cast for or against.

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. If you are a beneficial owner, your bank, broker or other holder of record is permitted to vote your shares on the ratification of the independent registered public accounting firm even if the record holder does not receive voting instructions from you. Absent instructions from you, the record holder may not vote on any “nondiscretionary” matter including a director election, an equity compensation plan, a matter relating to executive compensation, certain corporate governance changes, or any stockholder proposal. In that case, without your voting instructions, a broker non-vote will occur. An “abstention” will occur at the annual meeting if your shares are deemed to be present at the annual meeting because you attend the annual meeting but you do not vote on any proposal or other matter which is required to be voted on at the annual meeting. You should consult your broker if you have questions about this.

What does it mean if I receive more than one proxy or voting instruction card?

It means your shares of common stock are registered differently or are in more than one account. Please return each proxy and voting instruction card you receive. Please submit your vote for each control number you have been assigned.

Where can I find the voting results of the meeting?

We will announce preliminary voting results at the meeting. We will publish the voting results in a Current Report on Form 8-K to be filed with the SEC no later than four business days following the end of the annual meeting. If preliminary results are reported initially, we will update the filing when final, certified results are available.

Who will count the votes?

A representative of Broadridge Financial Solutions, Inc., acting as the inspector of election, will tabulate and certify the votes.

Who will pay for the cost of this proxy solicitation?

We are making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. If you choose to access the proxy materials or vote over the internet, however, you are responsible for internet access charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We will request banks, brokers, nominees, custodians, and other fiduciaries who hold shares of our stock in street name, to forward these proxy solicitation materials to the beneficial owners of those shares and we will reimburse the reasonable out-of-pocket expenses they incur in doing so.

Who should I contact if I have questions?

If you hold our common stock through a brokerage account and you have any questions or need assistance in voting your shares, you should contact the broker or bank where you hold the account. If you are a registered holder of our common stock and you have any questions or need assistance in voting your shares, please call our Investor Relations department at 1-205-969-4600. As an additional resource, the SEC website has a variety of information about the proxy voting process at www.sec.gov/spotlight/proxymatters.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT WILL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROXY STATEMENT.

ITEMS OF BUSINESS REQUIRING YOUR VOTE

Proposal 1 – Election of Directors

Director Nominees

The board of directors of Encompass Health consists of 10 members. Based on the recommendation of the Nominating/Corporate Governance Committee, our board proposes that each of the nominees listed below be elected as directors at this annual meeting and serve until our 2027 annual meeting of stockholders. Mr. Carmichael is the independent chairman of the board.

Each director nominee named in this Proposal 1 will be elected if the votes for that nominee exceed the number of votes cast against that nominee. Votes cast with respect to a nominee will exclude abstentions and broker non-votes. If a nominee becomes unable or unwilling to accept the nomination or election, the persons designated as proxies will be entitled to vote for any other person designated as a substitute nominee by our board of directors. We have no reason to believe that any of the following nominees will be unable to serve. Below we have provided information relating to each of the director nominees proposed for election by our board, including a brief description of why he or she was nominated.

Name of Nominee

Age

Current Roles

Date Became
Director

Greg D. Carmichael*

Chairman of the board; member of Compensation and Human Capital Committee and Nominating/Corporate Governance Committee

1/1/2020

Edward M. Christie III*

Member of Audit Committee and Compliance and Quality of Care Committee

11/27/2023

Cain A. Hayes*

Member of Compensation and Human Capital Committee and Compliance and Quality of Care Committee

1/30/2026

Joan E. Herman*

Member of Compensation and Human Capital Committee and Compliance and Quality of Care Committee

1/25/2013

Leslye G. Katz*

SEC Form DEF 14A filed by Encompass Health Corporation