--- schema_version: "secwatch.filing_event.v1" accession: "0000731012-23-000090" form_type: "8-K" ticker: "HCSG" cik: "0000731012" company_name: "HEALTHCARE SERVICES GROUP INC" filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T09:57:48.299859+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # HCSG shareholders elect all nine directors, approve 2.5M share plan increase ## Summary - All nine director nominees elected; leading vote-getter Daniela Castagnino with 63.9M votes for. - Ratification of Grant Thornton as independent auditor for FY2023 approved (67.7M for). - Amendment to 2020 Omnibus Plan to increase share pool by 2.5M shares approved (60.6M for). - Advisory say-on-pay proposal approved with 59.9M for, 4.5M against, 117K abstain. - Say-on-frequency vote set to every one year; board will follow until next required vote. ## SEC filing metadata - accession: 0000731012-23-000090 - form_type: 8-K - ticker: HCSG - cik: 0000731012 - company_name: HEALTHCARE SERVICES GROUP INC - filed_at: 2023-06-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/731012/000073101223000090/0000731012-23-000090-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/731012/000073101223000090/hcsg-20230530.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000731012-23-000090 - JSON: https://secwatch.observer/filing/0000731012-23-000090.json - Plain text: https://secwatch.observer/filing/0000731012-23-000090.txt ## Key facts - Shareholder Votes HEALTHCARE SERVICES GROUP INC shareholders approved Election of Directors at the 2023-05-30 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-30 source text: 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 and 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 61,207,282 3,238,939 4,326,205 Daniela Castagnino 63,865,646 580,575 4,326,205 Robert L. Frome 63,319,468 1,126,753 4,326,205 Laura Grant 63,871,772 574,449 4 evidence_url: https://www.sec.gov/Archives/edgar/data/731012/000073101223000090/0000731012-23-000090-index.htm - Shareholder Votes HEALTHCARE SERVICES GROUP INC shareholders approved Advisory vote on frequency of say-on-pay votes (recommendation for every one year) at the 2023-05-30 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-30 source text: Proposal No. 5 — Say on Frequency Vote The proposal relating to an advisory vote on the frequency of the advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers (the “Say on Frequency Vote”) has been approved for the Board’s recommendation of every “one year” by the votes cast as follows: Three Years Two Years One Year Abstain Broker Non-Votes 2,524,913 27,631 61,801,244 92,433 4,326,205 evidence_url: https://www.sec.gov/Archives/edgar/data/731012/000073101223000090/0000731012-23-000090-index.htm - Shareholder Votes HEALTHCARE SERVICES GROUP INC shareholders approved Advisory vote to approve compensation of named executive officers at the 2023-05-30 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-30 source text: Proposal No. 4 — 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 has received a majority of the votes cast as follows: Votes For Votes Against Abstain Broker Non-Votes 59,855,012 4,474,158 117,051 4,326,205 evidence_url: https://www.sec.gov/Archives/edgar/data/731012/000073101223000090/0000731012-23-000090-index.htm - Shareholder Votes HEALTHCARE SERVICES GROUP INC shareholders approved Amendment to 2020 Omnibus Plan to increase shares available for issuance by 2,500,000 at the 2023-05-30 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-30 source text: Proposal No. 3 — 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 60,604,614 3,784,413 57,194 4,326,205 evidence_url: https://www.sec.gov/Archives/edgar/data/731012/000073101223000090/0000731012-23-000090-index.htm - Shareholder Votes HEALTHCARE SERVICES GROUP INC shareholders approved Ratification of Grant Thornton LLP as independent registered public accountants at the 2023-05-30 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-30 source text: Proposal No. 2 — 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, 2023 has received a majority of the votes cast as follows: Votes For Votes Against Abstain Broker Non-Votes 67,706,660 1,026,299 39,466 — evidence_url: https://www.sec.gov/Archives/edgar/data/731012/000073101223000090/0000731012-23-000090-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.